Adventures in Time series 3
by The Wholocked Brony
Summary: From weeping pegasi to living scarecrows and murderous suns, Nightengale didn't expect any of this when she boarded the Tardis. Now, traveling with the Tenth Doctor Whooves in the marvelous blue box, she is in for a wild, insane, brilliant ride through time and space. From "The Runaway Bride" to "Last of the Time-Ponies" with a couple of specials thrown in. Allons-y!
1. Episode 1, the Runaway Bride

Doctor Whooves

_The Runaway Bride_

**Let the new season begin! And we're beginning with a bang! A zap! And a flood. I am pleased to introduce our ponified Donna Noble as the pegasus, Noble Flame. Let the sass begin.**

Noble Flame was excited to say the least. Here she was, standing at the end of the aisle with her father, in a beautiful wedding dress, about to get married. Her red orange mane was straightened with a simple curl at the bottom, flowers were tucked into her mane, her purple coat shined, her feathers were perfect, and her excitement was building.

Now, the doors opened and the organ began to play. Together with her father, Noble Sword, Noble Flame trotted down the aisle, smiling. She looked ahead, where her soon-to-be husband Lancelot stood in a black tux. He looked back at her, smiling as he saw her. He was also a pegasus, a dark blue one with a yellow mane. But, halfway there, something began to happen. To everypony else, it looked like she was filling up with gold energy, to Noble, it felt like she was starting to burn. She screamed as it reached a climax and she dissolved into golden energy. It raced up to the ceiling and went through, vanishing.

It flew through space, collecting in a blue box hovering outside a burning star. Noble appeared in front of a blue door with lights above it. She heard a rustling and spun around, a gasp escaping her mouth. There was another pony there! A stallion no less that she didn't know. He stopped and looked at her, eyes mirroring her surprise.

"What?" he asked.

"Who are you?" she asked nervously.

"But-what?!"

"Where am I?" Noble Flame asked, getting angry at his lack of a satisfying reply. "What the hell is this place?!"

"WHAT!?"

**Brand new season, let it play!**

"You can't do that, I wasn't, we're in flight!" the Doctor protested, staring wide eyed at Noble Flame, "That, that is physically impossible! How did-"

"Tell me where I am," she interrupted, furious, "I demand you tell me right now where I am!"

"Inside the Tardis," the Time-Pony said numbly, looking at her.

"The what?"

"The Tardis."

"The what?!"

"The Tardis!"

"The what?!"

"It's the Tardis!" He turned back to the controls, trying to figure out she'd gotten there.

"That's not even a proper word!" she cried, "You're just saying things!" The Doctor checked the controls again, running a hoof through his mane.

"How did you get in here?" he asked, confused.

"Well, _obviously_, when you kidnapped me!" Noble snapped. "Who's paying you? Fairy Cake? Oh my Celestia she's finally got me back, this has Fairy written all over it!"

"Who the hell is Fairy?"

"Your best friend," she sneered.

"Hold on, why are you dressed like that?" asked the Doctor, staring at her long white embroidered dress.

"I'm going cloud molding," Noble said sarcastically. "Why do you think _dumbo!_ I was halfway down the aisle! I've waited for this moment my whole life, I was seconds away and then, I don't know, you used a sleeping spell on me or something!"

"I'm not even a unicorn and I haven't done anything!" the Doctor snapped back. Why wouldn't she shut up? He was trying to figure out what was going on and she just kept _talking_.

"I'm having the police come after you," Noble Flame continued, following the Doctor around. "Me an' my husband, as soon as we're actually married, we're going to sue e cutie mark of ya'!" The Doctor just rolled his eyes, keeping his eyes on the controls. Noble looked around the very odd room she was in, coral spires, bronze light, circle thingies, blue door. Wait, door! She galloped over to the door, grabbing the handles.

"No wait a minute!" called the Doctor as she threw them open. What she saw left her breathless, a swirling nebula of pink and orange gases on a black background that was speckled with stars. The Doctor sighed, he strolled over and stood beside Noble in the doorway.

"You're in space," he said simply, "outer space. This is my, uh, space ship. It's called the Tardis."

"How am I breathing?" asked Noble, eyes glued on the stars.

"The Tardis is protecting us," the Doctor replied.

"Who are you?"

"I'm the Doctor, you?"

"Noble Flame."

"Equestrian?"

"Is that optional?"

"For me it is." Noble took a sideways glance at the pony next to her, he looked normal enough, unless you discounted the odd cutie mark.

"You're an alien."

"Yeah." She nodded slowly, "It's freezing with these doors open." The Doctor reached past her and slammed them both shut. He turned and galloped back towards the console, his motor mouth running away again.

"I don't understand this and I understand _everything._ A pony cannot just lock itself onto the. Tardis and transport inside without being _exceptional_ at magic, and that happened _once!"_ He reached into a bag hanging on the console and pulled out a pair of special eye inspection goggles. He slipped them on and turned to Noble, looking into her eyes. "It must be impossible, some sort of subatomic connection? Something in the temporal field? Maybe something pulling you into alignment with the Chronon shell. Maybe something connecting to your minor magic levels and fusing it with the interior matrix. Maybe a genetic-" _Smack!_ Noble Flame reached up and slapped him mid-sentence, knocking the ridiculous glasses off his muzzle.

"What was that for?!"

"Get me to the wedding!" she demanded.

"Right, fine!" the Doctor snapped, finally ticked off. He turned and galloped back to the console, working it so he wouldn't have to deal with her much longer, "I don't want you here anyways! Where is this wedding?"

"Hoofdon Hall, Star rd., Hoofdon, Equestria, Gaia, the Solar System," Noble said angrily. She turned her glare elsewhere in the Tardis, only to see a mare sized pink jacket hanging over the railing. She picked it up, "I knew it, I'm not the first am I? Acting all innocent, how many other mares have you _abducted_?" The Doctor looked up at her, and something in his expression darkened.

"That's my friend's," he said grimly.

"Where is she then? Popped out for a spacewalk?" continued Noble, oblivious to what he was feeling.

"She's gone," the Doctor said after a moment, turning back to the controls.

"Gone _where?_" she sneered.

"I lost her," he muttered.

"Well you can hurry up and lose me!" He didn't reply this time, Noble Flame's expression softened. "What do you mean lost?" The Doctor looked up at her, clearly angry. He let go of the controls, grabbed the jacket from her as he walked past, stuffed it in his pocket, and stopped by the monitor.

"Right!" he cried, slamming a switch, "Hoofdon!"

* * *

He missed. It was as simple as that. When Noble Flame stepped out of the Tardis some three minutes later, it was not parked in front of Hoofdon hall. And, in response to this slip up, she turned and immediately began scolding him.

"I said Star Road, what sort of moon pony are you? Where's this?!" He didn't listen, the Doctor put his hoof on the side of the Tardis, "Something's wrong with her. It's like she's, recalibrating!" He turned and galloped inside, giving Noble a full view of his impossible box. While he was inside, rambling about his box and inspecting the console with a stethoscope, Noble took a good look at it for the first time. She slowly walked around the side, felling it with one hoof and looking it up and down. Once going all the way around, she flew up on top, remembering the giant cathedral like ceilings inside the box. But, but, this isn't possible. She jumped down in front of it, looking in through the doorway, and finally broke. "Who're you marrying? Sure he's equine? He's not, a bit lever weight with a-Noble!"

Noble turned and started walking away, she heard the Doctor calling after her. With the call came the sound of clattering hooves as he gave chase. He trotted up beside her, periodically glancing over to her.

"Noble-"

"Leave me alone I just wanna get married," she said, not even looking at him.

"Come back to the Tardis," the Doctor insisted.

"No that box is too weird."

"It's bigger on the inside, that's all."

"Oh yeah that's all." She checked her watch, odd, she wasn't wearing a watch earlier. "Ten past three, I'm missing it."

"You can phone them, tell them where you are."

"How do I do that?"

"You could use a pay phone." Noble stopped and just stared at him, "I'm in my wedding dress! It doesn't have _pockets_, have you ever seen a bride with _pockets?_ When I went for my fitting at chez Alicorn the one thing I forgot to say was _give me pockets!_" The Doctor frowned, "Um, this stallion you're marrying, what's his name?"

"Lancelot," she said, softening.

"Good luck Lance."

"OI! No stupid moon pony is going to keep me from getting married to, hell with you!" Noble Flame cried, turning and galloping away.

"I'm not, I'm not, I'm not from the moon," the Doctor groaned, chasing after her out onto the streets.

"Taxi!" called Noble, trying to get one of the taxi carriages to pull over. The pony driving just ignored her. "Why's his sign up?"

"There's another one!" cried the Doctor, they chased after it, "Taxi!" But it still, nopony would pull over.

"There's one!"

"Oi!"

"Do you have this effect on everypony?" asked the Doctor. "Why aren't they stopping?"

"They think I'm in fancy dress," Noble replied, annoyed.

"Lay off the cider sweetheart!" called one of the drivers as he trotted past.

"They think I'm drunk!"

"You're fooling nopony mate!" a pair of teenage pegasus called as they did a fly by. Noble groaned.

"Hold on a second," said the Doctor. He took a deep breath and whistled sharply, Noble Flame flattened her ears to block it out, it was LOUD. One of the cabbies did a sharp U turn and trotted over to pick them up. Noble flew into the carriage, the Doctor climbed in after her.

"Hoofdon Hall, and hurry, I'm getting married," Noble said in a rush as the cabbie pulled away.

"It's going to cost you sweetheart," he called back. "Double rates today." The two ponies in back looked at each other, "Have you got any money?"

"Uh, no. Haven't you?"

"NO _POCKETS!"_

* * *

"And that goes _double_ for ya mother!" Noble Flame cried at the cabbie as he drove away, leaving them back at the corner. "Talk about the holiday spirit." The Doctor looked around, "Oh? Is it Hearth's Warming?"

"Well _duh_, maybe not on the moon but here it's Hearth's Warming Eve," Noble replied, she gasped. "Phone box! We can reverse the charges!"

"Why're you getting married on Hearth's Warming?" asked the Doctor as they started to run down the street.

"Can't stand it," she replied, "Honeymoon in Zebria, sunshine, beaches, lovely." They rounded a corner, at the end there was a large decorated tree. One side of the sort of shopping courtyard had a pay phone, the other had a cashpoint. They duo ran over to the phone, Noble ran inside picking up the phone.

"What's the operator?" she asked confused, looking at the phone in her hoof, "I've not done this in years." The Doctor pulled out the sonic and buzzed it on the machine, "Just, dial."

"What'd you do?"

"Something, alien, now phone, I'll get money," he said, slipping it in a pocket and running across the pavement to the cash point. Another pony was getting bits there, and taking awfully long about it.

"Oh, get off the phone!" groaned Noble, as she tried to call the hall number. Nopony was picking up, when it went to voicemail, she gave up and put it back on the receiver. She stepped out of the pay phone and looked around. Noble rushed up to one of the shoppers, "Excuse me, please I'm begging you, I'm getting married I really am and I'm late so can I please borrow a few bits. I promise I'll pay you back, and it's Hearth's Warming Eve."

The Doctor saw this out the corner of his eye as the pony getting money finally left. Slowly he stepped up to the machine and pulled out the sonic, scanning it over the machine. The screen unlocked and little gold coins began to to plink out into the catching cup. Then, he heard it. A brass band playing nearby, one that hadn't been there before. The Doctor looked up, only to see a band of five members dressed in holiday costumes, wearing creepy masks, playing brass instruments, and walking towards them.

"Thanks for nothing Spacecolt!" cried Noble climbing into a cab, a cab being pulled by a robot dressed like Chancellor Puddinghead.

"Noble!" cried the Doctor, he looked back at the players. They stopped, lowering their brass instruments to him. He needed a way out, and fast. The cashpoint was still open, he pulled the sonic out again and scanned the machine. Bits came flying out of the open slot, ponies rushed to collect them, whooping with joy. The Doctor gave the robots one glance then turned and ran the opposite direction.

* * *

"I promise you mate, I'll give you the rest when we get there," Noble promised as the cab driver pulled her along. "Celestia I'm a mess." She took off her veil, setting it on the seat beside her.

"Hurry up will you?" the driver made no acknowledgement he, or she for that matter, had heard.

* * *

Running full speed, the Doctor raced back to the Tardis and inside. He dashed up to the console and began to work, muttering to himself as he did. A switch here, a lever there, they hadn't done this in a long time, a very long time.

"Sorry old girl," he said, flipping a long and dust covered switch, "but you're going to have to fly."

* * *

"Hey, you missed the turn in," Noble chirped as the driver passed the street they were supposed to turn down. "I said Hoofdon Hall, you missed the turn, we're going the wrong way!" Again, the driver just kept running, pulling the carraige with it.

"I'm late for the wedding!" protested Noble. "_My own_ wedding don't you get that?!"

* * *

As the Tardis worked, tracking Noble through the city, the Doctor worked as well. He had to remember which buttons were the flight stabilizers and which actually still worked. He reached into the tool bag and pulled out a ball of string. He tired one end around his hoof, and began wrapping it around various controls. This would keep them in place or activate them.

* * *

"Turn this cab around!" demanded Noble Flame, furious. "Turn this cab around right now! Are you deaf or what?!" She reached out of the front window, something that a pony cab rider is never supposed to do, and grabbed the driver's hat. She pulled it off, and with it went the mask, revealing a metal insect like robot head. Noble jumped back into her seat, "Oh my gosh."

* * *

As they got closer to Noble the controls sparked angrily and the Tardis's hums seemed a little strained. The Doctor pulled a mallet out of the toolbar, giving it a solid whack on the console.

"Behave!" he cried, pressing a few more buttons.

* * *

Noble dashed to the window, trying the handle of the door. She slammed on the window, trying to get the attention of ponies outside.

"Help me!" she screamed, slamming her hooves against the glass, "Please somepony help me!" She stopped when a somewhat new but still familiar sound rang through the air, a whooshing grinding sound. Noble looked out the back window, only to see a blue box spinning out of the sky, "Oh you have _got_ to be kidding me." It bounced off the side of the building and crashed to the ground, only to ricochet back up and hover over the ground towards the cab. The Tardis floated up next to the cab, hovering there. The doors flew open the Doctor was leaning in the doorway, string wrapped around one of his hooves holding the opposite door

"Open the door!" the Doctor cried.

"What?!" cried Noble.

"O-pen, the, door!" he repeated.

"It's locked!" The Doctor pulled out the sonic screwdriver, and with it clenched in his teeth, buzzed it at the cab door. Noble pulled down the window, "Puddinghead's a robot!"

"Noble! You've got to the open the door and fly over here!"

"WHAT? I'm not bleeding flying over there! I'll tear my dress wide open!" The robot glanced back at them, and promptly picked up the pace, running even faster. The Doctor looked back inside the Tardis, he tugged on the string. A bunch of switches moved all over the console, more sparks and bangs as the Tardis sped up, zooming after the carriage. As soon as they pulled up beside it, the Doctor used the sonic again, making the robot freeze at the one speed. He looked back to Noble, "Please Noble, whatever that thing is, it needs you. And whatever it needs you for can't be good, you've got to fly!"

"I'm in my wedding dress!"

"Yes, you look lovely, now come on!" Noble Flame opened the door, letting it swing open. She looked at her dress, "I can't do it!" she protested.

"Yes you can, trust me!"

"Is that what you said to her? Your friend?" The Doctor's expression darkened again. "The one you lost, did she trust you?"

"Yes, she did," he heard himself say. "And she is still very much alive, now, fly!" Noble look again at her dress, spread her wings, and jumped. Yes, she made it into the Tardis, but, a good chunk of the cape of her dress was torn away in the process when it got caught on the doorway. Not so much it looked bad, there was still enough to arrange it and make it look good. Just enough that through the fabric you could see a pink four point star with white sparkles on her flank. (For her sparky personality) The Doctor jumped out of the way as she soared inside, kicking the door shut as he did. The Tardis shot into the sky, flying away from the street.

* * *

_Fwoosh, fwsshhhhh,_ the Doctor coughed as he sprayed fire extinguisher foam inside the. Tardis, clouds of smoke puffed out as he did. He had parked the Tardis on top of a tall building that overlooked most of the city, Noble had walked over to the edge and was inspecting the damage on her dress.

"You know, for a space ship she doesn't do all that much flying," the Doctor commented, trotting over to her. "You alright?"

"Doesn't matter," she said dismissively, tracing the tear.

"Did we miss it?" he asked.

"Yeah."

"Still got the honeymoon."

"It's just a holiday now."

"Yeah, sorry."

"It's not your fault," Noble Flame said. The Time-Pony chuckled, "Well, that's a change."

"Too bad you don't have a time machine, or, something, then we could go back and get it right," she said. The Doctor nodded, oh boy, if only she knew, "Yes, well, even if I did, I couldn't go back on somepony's personal time line. Apparently." Noble sighed and trotted over to the edge, sitting down. The Doctor unbuttoned his suit jacket, leaving him in just a button up shirt in the chill December air. He trotted over to her and wrapped it around her shoulders, then sat down next to her.

"Celestia you're thin, this wouldn't fit a foal," Noble commented.

"Oh, and, you better put this on," he pulled a gold pegasus wedding band, the ones that go around the base of the wing, and offered it to her.

"Oh do you have to rub it in?"

"Those things can trace you, this is a bio damper, should keep you hidden," the Doctor explained. Noble Flame sighed and offered her wing so he could slip it on. "With this band, I thee bio damp," the Doctor said as he slipped it on, popping the P.

"For better or for worse," Nobles said, tucking her wing back under the jacket. They stared out at the city, where pegasus were already working clearing the few clouds in the sky.

"So, come on then, robot founders, what's all that about?" asked Noble.

"Ah, you're basic robo scavengers, the whole costume gig is just a disguise," the Doctor explained. "I met them last Hearth's Warming."

"Why? What happened then?" He looked at her, "Great big spaceship? Hovering over Hoofdon? You didn't notice?" Noble shrugged, "I had a bit of a head cold." The Doctor looked out over the city, spotting a building he recognized.

"I spent Hearth's warming just over there," he said, pointing, "with my friend and her family. Well, she had this family, and, well, gone now."

"You're friend, who was she?" The Doctor sighed, "The real question is, what do robot mercenaries want with you? And how'd you get in the Tardis? I don't know, what's your job?" He reached into a pocket in his suit jacket, pulling out the sonic.

"I'm a secretary," she replied simply. The Doctor activated his screwdriver, slowly scanning Noble from her hooves to head.

"It's weird," he muttered. "I'm mean you're not special, you're not connected, you're not clever, you're not important-"

"This friend of yours, just before she left did she punch you in the face?" snapped Noble as the sonic reached her eyes. She pushed it away, "_Stop_ bleeping me!"

"What kind of secretary?" asked the Time-Pony.

"I work at Golden Keylock," she replied, "That's where I met Lancelot. I was only trying it out, I'd spent the last two years organizing for the Hoofdon weather team. It was really pretty posh, all suits, fancy dresses, and unicorns. And I thought, 'Oh I am never gonna fit in here.' And then one day, he made me a coffee. I mean, _nopony_ does that, _nopony_ gets a coffee for the new mare! And, turns out he thought everypony there was really snotty too. That's how it started, one cup of coffee."

"When was this?" asked the Doctor.

"Six months."

"Bit quick to get married yeah?"

"Well, he insisted," Noble lied, very nonchalant. Really, she had asked him, receiving a very shocked look on Lancelot's face. "And he nagged and nagged and nagged, and, he just wore me down. I finally gave in." Reverse the roles and you've got something a bit more accurate to what really happened. Of course, the Doctor didn't know this, so he just went with it.

"What does Golden Keyblade do?"

"It's Golden Keylock, and they make your basic lock systems, key pads, stuff like that. If you ask me it's a posh name for locksmith," Noble Flame said sarcastically. It seemed, as of this point in time, that she could not go a few sentences without being sarcastic.

"Keys," the Doctor muttered.

"Anyways, enough of my back story, time to face the consequences," she continued. "Oh this is going to be so shaming, you can do the explaining moon pony."

"Um, yeah, I'm not from the moon," the Doctor corrected, standing up. He offered her a hoof and pulled her up, taking his suit jacket back as he did.

"I had this big reception plan and everything, of everypony's going to be so upset."

* * *

Hoofdon Hall had quickly transformed from a chaotic wedding to a blast your ears out party. Everypony was having a great time when they finally arrived, having to hunt down another cab to take them as the Tardis healed. Noble and the Doctor stood there in the doorway, her mouth was open in shock. Slowly, as the others began to take notice she was there, the party slowed to a stop. All eyes were on them.

"You had, the reception, _without_ me?"

"Noble!" cried a voice, Silver Flame pushed through the crowd towards her daughter, "where've you been?"

"You had, the reception, _without_ me?" Noble repeated.

"Hello!" the Doctor chirped from behind her, waving.

"They had, the reception, _without_ me," she repeated again.

"Yes, I gathered that."

"Well it was all paid for," replied somepony, one of those voices that are just annoying.

"Thank you Fairy Cake!" Noble said sarcastically.

"Well what were we supposed to do?" asked her mother. "Why didn't you call? Pans how'd you do it? Who helped you cos I'd really like a word with them!"

"Where did you go?" asked Lancelot, stepping towards his bride with a concerned look. Then, everypony started talking to her at once. Noble covered her ears as they bombarded her with questions. Then, she started crying. They all shut up at once, there was a collective "Aww," from the party. Lancelot stepped forward and hugged her, gaining an applause from everypony else. Noble glanced at the Doctor, giving him a sly wink before fake crying again.

* * *

Less than ten minutes later, after a session of question and answer, the music was playing again. _"I have wandered, I have travelled,_" the Doctor heard, half listening by the food table. He looked around the room, an adolescent colt was working on a laptop at the table nearby. He trotted up to the colt and asked if he could use it for a minute. The colt nodded and went to the dance floor.

_"Oh my oh my, my precious mare, what is a colt to do?_" He typed in "Golden Keylock" and as it loaded slipped on his black specs. A few hundred results as it completed. He looked around, ensuring that nopony was watching and pulled out the sonic screwdriver, he buzzed it over the hard drive until a single message popped up on the screen. It said, that Golden Keylock was completely bought out by the Torchwood institute, a name that now bore an underscored title of murderers.

"_Cos my body's tired of rambling and my heart don't wish to roam,_" slowly, the Doctor closed the laptop, but stayed sitting there. His eyes wandered up tot he dance floor as he thought.

"_Well you took me in, you stole my heart, I cannot roam no more!_" they landed on a mare with stripey mane dancing with a blue pegasus.

"_Cos love it stays within you, it don't wash up on a shore_." Memories of dancing in the Tardis began to resurface as he watched them dance, the music didn't help. "_A fighting colt can forget each wound, each scratch each cut each bruise, but a fightin' colt cannot forget, the pain love puts you through._" The Doctor tore his eyes away from the dance floor, standing up and walking away from the laptop, he should leave, right now. But he couldn't, he needed to find out why she'd appeared in the Tardis. As he walked away, he began actually searching the room for anything that might be helpful. There! By the tree, a stallion holding a video camera!

* * *

"I taped the whole thing, they said I should sell it," he explained, slipping the tape back into the camera. The little screen lit up with a video of he wedding. The Doctor, still wearing his specs, watched with interest as Noble began to glow.

"Wait, play it again?" He rewound the video, the Dpctor leaned in, getting a good look. "But that looks like, like Huon particles!"

"Huon what?"

"That's impossible," the Doctor continued, pulling off his glasses and pocketing them.

"It's ancient, they haven't existed for billions of years. So old that," his eyes went to Noble Flame, who's gold wing band flashed in the dance lights, "it can't be hidden by a bio-damper!" Oh no, this is bad. The Doctor turned and ran towards the front of the hall but only to skid to a stop and start running back when he saw a pair of disguised robots walking towards the doors, with their brass instruments. He galloped towards the back exit, two more.

"Noble!" he cried, running into the dance floor, "they've found you!"

"What?!" she snapped, breaking away from the party and dashing towards the windows with him.

"But you said I was safe!" she protested.

"The bio damper doesn't work. We've got to get everypony out, window?"

"Oh Celestia, it's all family!" They pulled back the curtains, only to see another two robots, and one was sitting down, a remote control in its hooves. The Doctor looked back into the hall, where three large Hearth's Warming Trees stood.

"The trees," he muttered.

"What about them?" asked Noble, worried.

"They kill, everypony away from the trees!" They ran towards the party, pushing foals and ponies alike away from the trees, "Stay away from the trees!"

"For Celestia's sake, the stallion's mad!" cried Silver Flame. "What harm's a, oh!" The Doctor and Noble turned around and looked at the trees where the little red baubles went spinning into the air. Ponies around them began asking who was doing it, but there was no magic aura. And it definitely was not a pony controlling them, because minutes later, the beautiful decorations began soaring at ponies. When they landed, most on the ground, each one exploded.

Everypony scattered, hiding behind tables and chairs as more and more of the balls crashed and exploded. One blast sent a pony flying into the wedding cake, him, and it, flew off the table. Noble Flame dashed behind one of the tables, pulling Lancelot with her. Amid the chaos, the Doctor hid behind the DJ set up. When the explosions stopped, he slowly looked over the edge, only to see six festive robot mercenaries standing across the room in a line. One had the remote sitting at its hooves, the others had their brass weapons ready. The Time-Pony stood, discretely pulling out the sonic screwdriver.

"Oi! Founders!" he called to them, "When you confront a stallion with a sonic screwdriver," and then he spoke into the microphone stand, "_Don't let him near the sound system_." And in a flash of motion, the Doctor inserted his sonic screwdriver into a port in the machine and activated. A high pitched blast rang through the room, the trapped ponies covered their ears in pain, the robots began to shake. The Doctor simply watched, the sounds both bothering him, nor the vibrations cause by the intense volume of the sound. Instead, he turned it up, it became a screaming buzzing sort of sound, the robots began to shake even faster. _Bam!_ One of them exploded, the others followed suit. Until six robot versions of the Founders with their heads blown off collapsed to the ground. The sound cut out immediately, followed by a unanimous grown.

The Doctor quickly pocketed his device, galloped around the DJ station and dropped to his knees on the dance floor. He slid over to the robots, stopping right by one of them who's head had just popped off. All around him, ponies were helping each other out of the rubble.

"Look at that," he mutter, picking up the remote in his hooves, he looked back behind him where Noble was trotting towards him, "a remote control for the ornaments. But, there's a second one for the robots, they're not scavengers anymore, I think somepony's taken possession." He pocketed the remote and picked up the head, now maskless and hatless.

"Never mind that, you're a doctor," Noble said, "Ponies are hurt."

"Gotta think of the bigger picture," the Time-Pony replied, pressing an ear to the head. He heard a buzzing sound inside, "There's still a signal!" He grabbed the cord sticking out the side with his mouth, got to his hooves, and raced outside. Noble started to follow when she heard her mother, "Noble, who is he? Who is that pony?" She looked back at her, and the scared ponies following, and left without a word.

She found the Doctor outside, struggling to multi-task with scanning the head, holding it, and staying upright on his back legs. It looked rather silly, he had the sonic screwdriver buzzing in his mouth and both front hooves wrapped around the head.

"Dere's shompony behin' dis, directin' da robofrms," he said through the screwdriver.

"But why is it me?" asked Noble Flame, coming up behind him.

"If we fin' da controlla' den we'll fin' dat out. Oh!" he dropped back onto all fours, setting the head down. The sonic screwdriver buzzed more rapidly as it was raised towards the sky, "It's up dere, shomethin' in da sky."

* * *

"Clever clever colt, hiss, eat you up all snicker snack traveling pony. He shall come to me, hiss, and the beautiful bride shall follow. Such secrets to unlock, I shall descend this night. Hiss! I shall descend upon this 'Gaia' and shine! On Hearth's Warm night!"

* * *

The sonic stopped buzzing, when it did, the Doctor pocketed it again.

"Lost the signal," he muttered. "Noble, we've got to get to your office, Golden Keylock, i think that's where it all started." She nodded, the Doctor nodded as well, then turned around to where a confused Lancelot was walking towards them. "Lancelot! Is it Lancelot?" the confused groom nodded. "Right, I need somepony with all access and somepony who knows the way, think you can help?"

* * *

After a frantic three block dash, or fly in Noble and Lancelot's case, the trio arrived at Golden Keylock's massive facility. Lancelot unlocked the doors and let them in, Noble Flame led the way to the offices.

"You lot may just be locksmiths but Golden Keylock was bought up thirty six years ago by the Torchwood institute," the Doctor explained going to a computer.

"Who are they then?" asked Noble.

"They were behind the Battle of Canterlot," he replied, looking up at her. Noble Flame just stared at him. "Cyberpony invasion?" Now she looked confused, "Skies of Canterlot full of Daleks?"

"I was in Prance," she replied nonchalantly.

"They had Cyberponies there to," the Doctor said slowly.

"Catacomb tour," Noble said, as if that explained everything.

"That big picture Noble, you keep missing it." He turned back to the computer, "Now, Torchwood was destroyed but Keylock stayed in business, I think somepony stepped in and took over."

"But what's that got to do with me?" He looked up at her, then got back to his hooves.

"Some how, you've been dosed with Huon particles," the Time-Pony explained. "And that's a problem since Huon energy hasn't existed since the Dark Times. The only place you'd find a Huon particle now is a remnant in the heart of the Tardis. See? That's what happened to you! Say, this is the Tardis," he picked up a mug, letting it rest upright in one hoof, "and this is you." He also picked up a pencil, letting it rest in the other hoof.

"The two sets of particles magnetized," he shook both objects gently, "then whap!" He dropped the pencil inside the mug, "Pulled you inside."

"I'm a pencil in a mug?" asked Noble. The Doctor smirked, "yes you are. Number two, just about sums you up. Lancelot? What was Keylock working on? Anything secret? Keep out, Authorised personnel only kind of thing?"

"I don't know," the confused groom replied, "I was in charge of employees! Not project manager, why am I even explaining myself?! What are you talking about?"

"You make keys, that's the point," the Doctor replied nonchalantly. "And look, were on the third floor. Underneath reception, there's a basement right?"

* * *

The metal elevator doors slid open in front of them, "Then how come in the lift, there's a button marked 'lower basement'?" asked the Doctor stepping inside and displaying the small silver lock to the others, "there's a whole mother floor that doesn't exist on the official plans. What's down there then?"

"Are you telling me there's a whole secret floor down there?" asked Lancelot incredulously.

"No, I'm showing you," the Doctor replied simply.

"It needs a key," Noble Flame added.

"I don't." Quicker than a flash, he pulled out the sonic screwdriver, buzzed the lock, and heard it click. "Right then you two, I can handle it from here."

"No chance moon colt, you're the one who keeps saving my life, I'm not letting you out of my sight," Noble Sadi stubbornly, trotting into the elevator.

"Going down," the Doctor said.

"Lancelot?"

"M-maybe I should go get the police!"

"Inside, now!" Lancelot sighed wearily, but stepped inside next to his almost wife. The Doctor looked sideways at him, "To honor and obey?"

"Tell me about it."

"OI!" The elevator doors closed and the lift began to move down. Seven awkward minutes later, the glass doors reopened in a dark dimly lit tinted green hallway. The air was damp and the walls seemed to be covered with condensation.

"Where are we?" asked Noble, trotting out of the elevator. "What goes on down here?" The Doctor looked around them, "Let's find out."

"D'you think mister Keylock knows about this place?" she continued.

"The mysterious Golden Keylock? I think he's part of it," the Doctor replied. Then he spotted something, "Oh look. Transport."

It was the oddest mode of transport the Doctor had seen in 1002, truly. He'd seen, and ridden, scooters, trains, zeppelins, boats, but never something like this. It had two very large rubber wheels with a metal platform over the axle, and a tall set of handle bars in front of them. It took Noble and Lancelot a moment to figure out how to ride them, the Doctor figured it out instantly. You had to stand on your back hooves on the little metal platform with your front hooves on the handle bars. When you wanted it to move forward, just lean on the handle bars and a little magic/machine motor underneath would start, pushing it forwards.

When they had finally gotten the hang of it, the trio sped off down the hallway. Noble thought it was the most ridiculous thing ever, and she was struggling to keep a straight face. When she glanced over at the Doctor, the laughter burst out of her like a popping balloon. He was riding this thing with a straight and very serious face, and it was utterly ridiculous! As soon as Noble started laughing, so did the Doctor, his face breaking into a massive smile. Lancelot just looked confused as they giggled like little fillies all the way down the corridor.

The convoy finally stopped when a metal door with a wheel on the front appeared to their right. Three segways screeched to a stop and the ponies riding them hopped off. Noble and the Doctor were still snickering. The Doctor stepped forwards and began turning the wheel to unlock the bulkhead, he pulled the door open revealing a ladder.

"Stay here," he ordered, "just need to get my bearings."

"You'd better come back," snapped Noble, the Doctor smirked at her. "Couldn't get rid of you if I tried." He turned and started to climb up the ladder, Noble and Lancelot watching. When the Doctor seemed far enough out of earshot, Lancelot turned to his wife, "Noble, have you thought about this? Like really thought about this? I mean, this is serious! What the hell are we going to do?!" Nobel glanced at him, "Oh, I thought July."

* * *

As the Doctor finally reached the top of the ladder, there was another bulkhead with a turn door knob. This was going to be a problem. Using both his front hooves, and praying he wasn't going to fall, the Doctor began to open the hatch. The lock clicked and it opened slightly, the Doctor grabbed the ladder with one hoof and pushed it open with the other.

Through the opening he could see blue skies and hear birds crying. He pulled himself out of the opening and onto the, ground. It was concrete, definitely, and as he looked around him, all there was to see was water. The Doctor was standing on top of the only thing preventing the Thames from flooding Prance down river, "Thames flood barrier!"

Noble and Lancelot looked shocked, "Right on top of us," the Time-Pony said confidently.

"Wait, you mean, there's a secret base under a major Hoofdon landmark?" Noble Flame asked incredulously.

"I know unheard of," he replied, with only a note of sarcasm. They hopped on the segways and kept on going down the corridor until they reached another door. This one had the Torchwood logo on it in black and seemed to be made of a thick plastic. It was unlocked, so the Doctor pushed it open and walked right in. Inside looked like a laboratory, for bubbles.

Large tubes of glass that reached up to the ceiling, or partway there in any case. Each big tube had two smaller ones beside, bubbling even more fiercely than the large ones. At the bad there was a metalic machine thing, the source of the bubbles, and likely collected of whatever was in the water.

"Oo, look at this," the Doctor hopped over to one of the tubes, looking at it up and down, "Stunning."

"What does it do?" asked Noble, she and Lancelot looking around.

"Particle extrusion," he replied nonchalantly. "No! Wait hold on," he looked at the tube sideways, "brilliant. They've been manufacturing Huon particles. Course, my uh, people, got rid of them all, unraveled the atomic structure."

"Your, people?" said Lancelot, confused. "Who are they? What company to you represent?"

"Oh I'm a freelancer," the Doctor replied, slowly walking around the machine, "but this lot are rebuilding them. They've been using the river! Extruding them through a flat hydrogen base until they get the end result." He pulled a little glass capsule with a tiny gold nob out of the machine, and held it out for Noble to see. "Huon particles in liquid form."

"Is that what's inside me?" asked Noble, looking at the liquid, it looked like water. But, slowly, the Doctor twisted the little golden dial on one side of the tube, causing the pegasus in front of him to light up with gold light.

"Oh whoa!" Noble gasped. It didn't hurt this time, not like it had when she'd been pulled inside the Tardis. The Doctor deactivated it, smiling, "Brilliant. Because these particles are inert, they need something living to catalyst, HA!" He jumped back, almost dropping the vial, he stuffed it in a pocket just in case.

"That's it the wedding! Yes! Best day of your life, walking down the aisle, your body's a battle ground!" the Time-Pony cried, his eyes glittering excitedly. "A chemical war inside! Adrenaline, acetylcholine, wham! Go the endorphins! Oh you're cooking! Not literally, but when those particles reach boiling point-" _Whap!_ He staggered back, holding his cheek, "What'd I do this time?" Second time that day he'd been slapped, this was starting to become a habit he didn't like.

"Are you enjoying this?!" demanded Noble. The Doctor looked slightly ashamed, massaging his cheek gently. "Alright, just tell me. These particles, are they dangerous? Am I safe?"

"Yes, you are."

"Doctor, if you're lot got rid of them, why did they do that?" The Doctor hesitated, he took a deep breath and sighed, "Because they were dangerous." Noble gasped, eyes widening in fear. "But don't worry, whatever's been done to you I'll reverse it," the Doctor assured her, putting a hoof on her shoulder, "I am not about to lose somepony else."

"_Oh she is long since lost!_" hissed a voice, slightly slurred by a rasping lisp, over some sort of intercom. There was a grinding sound, the ponies looked towards the source of the sound as the large metal wall beside them began to retract into the ceiling. It revealed another, much larger room. A raised metal platform across the room, matel grated platforms high along the walls where black robed figures stood, and a massive tiered hole in the center of the room.

"_I have waited, (a sorting of hissing inhaling sound) so long, (that sound again) hibernating at the edge of the universe. Until the secret heart was, hiss, unlocked and called to waken!" _Suddenly, all the black robed figures turned to face them, armed with crossbows. There was a sound behind the Doctor and Noble as Lancelot fled the laboratory, seemingly with fear. The Doctor, however, stepped towards the massive crater in the floor, "Well, somepony's been digging. Very Torchwood. Drilled by magic, cut more like. How far down does it go?"

"_Down, and down, and down to the center of the planet._"

"Really?" asked the Doctor, "What for?" Noble Flame gasped and suddenly she stepped forward, "Magic."

"What?"

"I read it in a book, at the center of Gaia there's a core of pure magic." He just stared at her. "Trying to help!"

"That's not helping," the Time-Pony replied bluntly. He turned back to the unseen speaker, looking around the chamber, "_Such, hiss, a sweet couple._"

"Only a mad pony talks to thin air," the Doctor called out, "and trust me, you don't want to make _me_ mad." There was definitely some hostility in his voice now. "Where are you?"

"_Floating, floating, hiss, so high, on this glorious night."_

"I didn't come all this way to talk on the intercom!" he called out to it. "Come _on! _Let's have a look at you!"

"_Who are you, little pony, with such command?"_

"I'm the Doctor!" he countered.

"_Prepare your strongest remedies little doctor-pony, for you will be sick, hiss! At heart!_" There was a bright flash of light on the podium across the pit and, there she was. It might've been a she, Noble couldn't tell. But here's what she could tell: eight legs, three sets of two on a massive red abdomen and two more black red claw things where the arms, or forehooves should've been; two big black eyes, and six more smaller black ones on spikes on the crest of her head looking sort of like a natural crown; a very very short snout, even by female pony standards, just two holes in a flat red face; sharp white teeth, it was spider after all, inside a pair of thick mandibles on her jaw; and, she was a spider pony the size of a medium adolescent dragon. The normal sized pegasus had her jaw on the floor and the little taller than average Time-Pony had paled drastically as he saw the thing behind it all.

"Racnoss," he muttered. "But, that's impossible, you're one of the Racnoss!"

"Empress! Of the Racnoss," she hissed proudly.

"But if you're the Empress, where're the rest? Or," he looked at her queerly, "are you the last one?"

"Such, hiss, a sharp mind."

"That's it, the last of your kind," the Doctor muttered. He turned to Noble, "The Racnoss come from the Dark Times, they were carnivores, omnivores, devouredt whole _planets_."

"Racnoss are born starving," the Empress snapped, "is it our fault?"

"They eat ponies?" asked Noble, utterly shocked. The Doctor glanced up at the ceiling, "Um, Mr. Keylock, did he wear a sort of, big gold watch on a chain?"

"Yeah, why?" He gestured up at the ceiling, where a giant web was woven; and stuck in web, dangling from a body inside it, was a large gold fob watch on a chain. Noble did a double take and gagged, "Oh Celestia!"

"My holiday feast," the Empress hissed, clicking mandibles together hungrily.

"You shouldn't even exist!" the Doctor protested. "Way back in history, the fledgling empires went to war against the Racnoss, wiped them out!"

"Except for me," the spider hissed. Noble's attention was pulled away from the Empress, as she saw Lancelot sneaking up behind with an emergency axe, he made a shushing gesture and kept walking towards the Empress.

"But that's what I've got inside me, this Huon energy stuff," Noble said, loudly, trying to draw her attention. "Oi! Look at me lady! I'm talking! Where do I fit into all this eh? How come I got picked to filled up with golden particles? Look at me you! Look me in the eye and tell me."

"Hiss, the bride is so feisty." Lancelot was almost on top of her.

"_Yes_, I am," Noble continued, "and I don't know what you are you big, thing, but a spiders still just a spider, and an _axe, _is an axe! Now do it!" Lancelot reared up, swinging the axe, the Empress hissed in surprise, then he stopped. He looked over at Noble Flame, and started laughing. He dropped the axe, laughing even harder, the Empress joined him, a weird hissing laugh.

"You're face!" Lancelot said jokingly, pointing at the Empress, "that was a good one."

"Lance is funny," the Empress said with an ugly smile. Noble just stared at them, "What?"

"I'm so sorry," the Doctor said, putting a hoof on her shoulder.

"Sorry for what? Lancelot don't be stupid, get her!" Lance stopped laughing, we're not going to call him Lancelot anymore, that's a proud and honorable name, and he isn't.

"Celestia she's thick," he said, disgustedly. "Months I've had to put up with 'er, months! A mare who can't even point to Canterlot on the mountain."

"I, I don't understand," Noble said, quiet for once.

"How did you meet him?" asked the Doctor quietly.

"In the office."

"He made you coffee."

"What?"

"Everyday," Lance said, waving a hoof in the air, "_I_ made you _coffee_."

"You had to be dosed with Huon particles," the Doctor continued, "over six months."

"He was poisoning me?" she asked, stunned.

"It's all in the job title," the Time-Pony snapped, looking up at the spider and the pegasus, "head of Pony Resources."

"This time, it's personnel," Lance joked, chuckling again.

"But, we were getting married," Noble said, her voice cracking.

"I couldn't risk you running off," her almost husband replied nonchalantly. "I had to say yes. And then I was stuck with you, a mare who thinks the height of excitement is a new horse shoe brand. Oh I've had to sit there and listen to all that yap yap yap." Lance pitched his voice higher, mockingly, "Oh, Rainbow Dash and Applejack! Is Celestia pregnant? Song Star, Big Chance, split ends, call me, call me, call me, the never ending fountain of _stupid fat trivia._ I deserve a medal." (I am sorry RD, sorry AJ, sorry Celestia.)

"Is that what she's promised you?" asked the Doctor. "The empress of the Racnoss? What are you, her consort?"

"Better than a night with her," Lance replied snarkily.

"But, but I loved you," Noble protested weakly.

"That's what made it easy," he said, changing from sass to mock sympathy. "It's like you said Doctor, the big picture. What's the point of us ponies if we're so tiny? That's what the Emoress can give me. A chance to, go out there, see it all. See the _size_ of it. I think you understand that, don't you Doctor."

"Who is, hiss, this little medical pony?" asked the Emprress.

"Noble said 'moon pony'," Lance explained.

"Oh, well I'm sort of homeless," the Doctor said nonchalantly. "But the point is, the Racnoss are extinct! What's going to help you all the way down there? It's just the molten core of the earth isn't it?"

"I think he wants us to talk," Lance said.

"I think so," the Empress hissed.

"Well tough! We only need Noble." Said mare stepped in front of the Doctor, "No! Don't hurt him!"

"Noble," the Doctor said, trying to get her to move.

"No! I won't let them!"

"At arms!" cried the Empress, the robed robots turning their bows.

"Now, hold on," the Time-Pony tried.

"Take, aim!"

"I just want to point out the obvious-"

"They won't miss the bride, they are such good hiss shots," the spider almost purred.

"Just, just, just hold on a moment!" the Doctor protested. "Hold on just a tick, just a tiny, little tick. Remember, when the particles activated the pulled Noble inside my ship so," he pulled out the vial of liquid Huon particles, "reverse it." He twisted the little gold dial, making it and Noble Flame glow, "Bring the spaceship to her."

"Fire!" screamed the Empress. But as the arrows whistled towards them, a wind picked up, and the Tardis formed around them in a swirl of smoke. As soon as it had fully formed, the Doctor deactivated the particles, "Off we go!" he cried.

* * *

"No! No! My key!" screamed the Empress, gnashing her mandibles angrily as the blue box vanished. She hissed angrily, "Of one key is lost, hiss, another must be cut." She turned all eight of her eyes to Lance, who had paled in fear. The spider smiled, "At arms!"

* * *

"You know what I said before about time machines? Well, I lied," the Doctor said, a bit absentmindedly as he worked the Tardis controls. "Now we're going to use it, we need to find out what the Empress of the Racnoss wants at the center of Gaia. If something's been buried there, it must've been there since the beginning. That's brilliant! Motto bene! I've always wanted to see this!" He kept rambling, not noticing his other passenger was crying.

Noble was lying on the ground, head in her hooves, wings spread out limp on either side, visibly crying. When he did notice, the Doctor stopped talking. How could he be so inconsiderate? Noble Flame had just lost her husband to a giant spider, well, almost. But he knew exactly how that felt, all too well actually. How long had it been, really, since he said that last goodbye?

No matter now, they'd landed. "We've arrived, you want to see?"

"I suppose," Noble said weakly. The Doctor checked the scanner screen, "Oh, the scanners a bit small, maybe your ways better." He trotted over to the door, putting his hooves on the handles, he glanced back at Noble, "Come on. No Pony's ever seen this before, you'll be the first." She sighed, getting to her hooves and joined him at the door.

"All I want is my bed," she muttered. The Time-Pony pulled them open, revealing something beautiful. Outside were swirling clouds of pink and orange gases, mixed in were asteroids and meteors and rocks of all sorts. She just stared, "Noble Flame, welcome to the creation of Gaia." When she didn't reply, he continued. "We've gone back four billion years, there's no solar system, not yet. That, over there, is the sun, just starting to burn," he pointed out into space, where a small orb of golden light was shining in the distance.

"Where's Gaia?" asked Noble, looking around.

"All around us in the dust," the Doctor explained.

"That puts the wedding in perspective," she mumbled, "Lancelot was right. We're tiny."

"No, but that's just it, it's what you do," the Time-Pony insisted. "Make sense out of chaos, I mean, come on, a timid pegasus beat the chaos _god_ with _friendship_. You're all brilliant the lot of you, marking it out with weddings and holidays and, calendars! The whole process is beautiful, but only if it's being observed."

"So, I came out of, all this?" asked Noble, waving a hoof out at the dust.

"Yeah, isn't it brilliant?" She smiled, a large rock floated past the Tardis, "I think that's one of the Gallopagos islands." They both chuckled at the joke.

"But soon gravity takes over," the Doctor explained. "Say, one rock bigger than the others floats by, it starts pulling in all the little rocks, and then the gases and elements, all piling in until you get,"

"Gaia," finished the bride. There was whooshing sound outside, something was coming through the clouds. A ship, a web, a star, a ship made of webs that looked like a three dimensional star, sailing towards them. "Oh," the Doctor breathed, "The Racnoss." He turned and dashed back inside the Tardis, toward the controls, "Hold on, the Racnoss are probably hiding from the war. What's it doing?"

"Exactly as you said!" Noble called. And she was right, the ship had glowed for a moment, then hundreds of rocks and gases came flying in, surrounding it, packing tighter ans tighter. The Doctor galloped back over, his eyes widened in surprise. "They didn't just bury something in the center of Gaia, they became the center!"

* * *

Back in the future, two if the roboforms were holding Lance down, a third was dumping water on his head. Not water per say, but Huon particles. He was struggling, trying not to drink them, the Emprss did not call off her robots.

"Now I have measured the, hiss, brides catalyst, I can force feed it! Drink the particles, become the key!" The bucket was empty now, no more inside. Lance began to glow gold as the particles inside him activated. "My wonderful key, bind him!"

* * *

There was a _bang! _Inside the Tardis, the console blew off sparks.

"What's that?" asked Noble.

"Trouble," the Doctor replied, slamming the doors shut. They dashed back over to the console, "What the hell's it doing?" demanded Noble Flame.

"Remember that trick of particles pulling particles?" asked the Doctor, working the controls as the Tardis began to rock wildly. "Well it works in reverse, they're pulling us back!"

"Can't you stop it? Hasn't it got a hoofbreak? Or, could you reverse the warp drive or something?"

"Backseat driver," the Time-Pony muttered. "Wait! The Extrapolator!" He reached under the console, pulling out a mini surfboard like thing with flashing lights wired in the controls, "Won't stop it but should give us a good bump!"

* * *

"The bride shall rejoin her groom, hiss, and what a wedding there shall be!" cried the Empress, lacing the last web strings around Lance as he was raised towards the web on the roof. The Tardis was starting to materialize across the pit, the Empress hissed gleefully.

* * *

"Now!" cried the Doctor, bringing a mallet down hard on the Extrapolator. It lit bright and buzzed, the Tardis vanished again, reappearing the the Torchwood tunnel a ways away.

"We're not out of the woods yet," he said as they galloped back out, "Only landed two hundred yards to the left, not far at all."

"But what're we supposed to do now?" asked Noble, galloping out of the Tardis after him.

"I don't know, I'm making it up as we go, but trust me I've got a history," the Doctor said in a rush galloping up to a door.

"But I still don't understand, why am I all full of particles?" He glanced at her, pulling a stethoscope from his pocket, "There's a Racnoss web at the center of the planet, but my people unraveled there energy source, they got stuck." He put on the medical device and pressed he little disc to the door, listening, "So they've just been hibernating for billions of years, until you come along! Brand new living energy!" As his back was turned, a robot snuck up from behind, grabbed Noble Flame, making sure to keep a hoof over her mouth, and dragged her away. "They need you to wake back up and you have never been so quiet."

The Doctor spun around to see, nothing. He groaned, quickly pocketing the stethoscope and pulling out the sonic. He buzzed it on the door, the lock groaned and unlocked. With both hooves, he heaved the door open, only to be met with a robot and a crossbow.

* * *

Noble glared at her almost husband, "I hate you."

"I think we've gone a bit beyond that now sweetheart," Lance replied. Both of them were wrapped in the web, hanging by sticky threads over a pit to the center of the planet. Below, the Empress was cackling, "My golden couple! Hiss, united at last in your awful wedded life! Do you want to be released?"

"Yes!" both ponies cried angrily.

"You're supposed to say, 'I do'!"

"Not a chance," snapped Lance.

"Say it!" roared the Empress. Lance and Noble looked at each other, both equally angry.

"I do," Noble said begrudgingly.

"I do," Lamce repeated stiffly.

"I, don't," the Racnoss replied, laughing again like it was some sort of game. "Activate the particles! Purge every last one!" Her prisoners began to glow gold again, to Noble it felt the same as when she was dragged into the Tardis! Hot, almost burning. "And release!"

_Zap!_ The particles flew out of them in a wave, gold streaks flying down into the pit. When they went out of sight, something in the hole flashed a bright white. Shrieks and hisses could be faintly heard from within, the Racnoss had awoken.

"The heart unlocks!" the Empress crowed, "and they will, his, waken from the Sleep of Ages!"

"Who will? What's down there?" asked Noble Flame, panicking.

"How thick _are_ you?" asked Lance.

"My children," the Empress hissed, "the long lost Racnoss, now reborn to feast on flesh. The web star will come to me. But, hiss, my babies will be hungry. They need sustanence, perish the web!" The webs bit holding Lance in began to snap, "No no no! Please! Use her not me! Not me!"

"Oh my funny little Lancelot, hiss, but you were quite rude to your lady friend, the Empress, hiss, does not approve!" The web snapped, Lance went falling towards the hole. He tried to open his wings and fly out, but they were stuck down with string and he only fell. Noble watched, disgusted and terrified.

* * *

Outside, over Hoofdon as Hearth's Warming Eve night went on with shoppers and partygoers, a massive star made of web descended from the sky. Many ponies stopped what they were doing and stared at it. Somepony cried, "It's Hearth's Warming! This might be a star of friendship!" Other began to cheer, clapping their hooves at the marvelous display.

Until beams of electricity came shooting out of the points into the city. They destroyed anything in their path, and ponies began to panic because of it. No pony tried to stop it, Pegasi were flying away in all directions, not daring to stop it.

* * *

"Purge the planet!" ordered the Empress. "Reduce them all to meat! Hiss, my children are climbing towards the surface and nothing will stop them!" She spun round, looking at a robot that had been climbing the stairwell behind. "So you might as well unmask my little doctor pony." The Doctor lifted up his robot mask to look at the Empress, "Oh well, nice try."

He threw off the mask and cloak, whipping out the sonic screwdriver. He raised it towards the web, "I've got you Noble!" The threads of her own bit of web began to come loose, except for one rope like strand wrapped around her hooves.

"But I'll fall!" she cried, "I can't fly!"

"You're going to swing!" The Doctor cried back as the last bit of web came loose. Noble screamed as she began to fall towards the pit, but the web strand caught her, swinging her towards the Doctor. But it missed, the thread was too long. It missed the stair landing he was on and crashed her on the bottom level. She landed hard on her back with a clang, the Doctor looked down at her, "Oh, sorry." She glared up at him, "Thanks, for _nothing_ Spacecolt."

"This doctor pony amuses me," the Racnoss Empress hissed.

"Empress of the Racnoss, I give you one last chance," he said, voice turning serious. "I can find you a planet, a place in the universe where you can co-exist. Take that offer and end this now." She merely laughed, "These stallions are so funny."

"What say you?" asked the Time-Pony.

"Oh, I'm afraid I have to decline," the Empress said with a hiss.

"Then what happens next is your own doing."

"Hiss! I'll show you what happens next!" cried the Racnoss. "At arms!" The robots turned their crossbows towards the Doctor, "Take aim! And-"

"Relax," the Doctor said cooly. The robots slumped, dropping their weapons.

"What did you do?" called Noble.

"Guess what I've got Noble Flame," the Doctor said, pulling a controller out of suit pocket, "I've got pockets."

"How'd that fit in there?" she asked, astonished.

"Oh, they're bigger on the inside," he said nonchalantly.

"Roboforms are not necessary," hiss the Empress. "My children can feast on Lunar flesh."

"I'm not from the moon though," the Doctor replied.

"Then, hiss, where?" asked the spider, confused.

"My home planet is far away and long since lost, but it's name lives on," his tone had changed to serious again. "Gallopfrey." The Racnoss Empress roared angrily, thrashing her mandibles and hissing, "They murdered the Racnoss!"

"I warned you," the Doctor said quietly, "you did this." He pulled a red Christmas ornament out of his pocket and tossed it into the air, then another, and another, until nine explosive ornaments were primed to blow.

"No don't! Don't!" cried the Empress desperately. The Doctor didn't listen, with the remote control in his hooves, he flew the red baubles through the facility. Crashing them into the walls where they were closest to the river above. As they exploded floods of water came pouring in, floods of it rushing towards the pit. As more of them exploded, the whole facility began to break. The covered pipes began to bust from the pressure, cracks appeared in the ceiling, water began dripping down all them. Flames began to burst out of the machines, it was utter chaos.

The Empress screamed as water flooded the hole, drowning her children. The Doctor just watched on, maneuvering the bombs almost mechanically. Noble Flame looked up at him, "Doctor!" He looked away from the Empress, down to the soaking wet pegasus on the ground. "You can stop now!" The Doctor seemed to wake up with water dripping into his eyes, he looked up at the Empress who was crying for her fallen children in the flood.

He dropped the controller, it sparked in the puddle forming on the landing, "Come on! Time I got you out of here!" Soaked to the skin, Noble began running up the stair case, the Doctor began running down. Together they heaved a massive metal beam off the stairs, turned, and began climbing towards the surface.

"Transport me!" cried the Empress. She vanished in a flash of blue light.

Up and up the duo climbed, until they reached a ladder. Noble flew up it, the Doctor following.

"But what about the Empress?" asked Noble as they climbed. "Won't she get away?"

"She's used up all her Huon energy, she's defenseless!" the Doctor replied, climbing. Noble undid the hatch on top and climbed out. It was smooth concrete, slick under her wet hooves. The Doctor climbed out beside her, keeping a hoof around her shoulders for balance. They looked out over the city, spotting the giant web ship just across the river from them. A group of unicorn soldiers had gathered underneath it in the city.

"Order from Mister Clockwise, fire at will!" called their commander. Thirty six beams of super hot magic blasted towards the ship, making it burst apart into webby bits that fell onto the city. Noble and the Doctor looked at each other, and started laughing. After all the crazy stuff that had happened, they deserved another laugh.

"Just one problem though," Noble said.

"What's that?" asked the Doctor.

"We drained the Thames." They were standing on a flood barrier in an empty river, where boats were stranded like over turned turtles. Which only made them laugh harder.

* * *

Slowly, the Tardis materialized in front of one of the houses in the neighborhood. The door opened and Noble Flame stepped out, still wet, in a torn wedding dress, looking like she had been through a river rapid. The Doctor stood in the doorway of his ship, smiling.

"There we go, told you she'd be alright," he said, gesturing to his ship. "Can survive anything."

"That's more than I've done," Noble said simply. The Doctor pulled out his sonic, scanning her once more for Huon. "No, all the Huon particles have been removed. No damage, you're fine."

"Yeah, apart from that, I missed my wedding, lost my job, and became a widow all in the same day," she said. "Sort of."

"I couldn't save him."

"He deserved it... No he didn't." Noble looked back at her house, where she could see her mum and dad embracing each other in the living room, probably heart broken. "Better get inside, they'll be worried."

"Best Hearth's Warming gift yet," the Time-Pony remarked, "oh wait, I forgot, you hate it."

"Yes, I do."

"Even if it snows?" He reached inside the Tardis, flipping a switch inside the door. A yellow blast flew into the sky, creating an instant shower of snow. Nobel gasped, then laughed happily, "I can't believe you did that!"

"Oh, basic atmospheric excitation," the Doctor remarked nonchalantly.

"Happy Hearth's Warming," Noble said with a smile.

"And you," he replied. "So, what're you going to do now?"

"Well, not get married for a starter, but I'm not going to temp any more either. I don't know, travel maybe? See some of Griffinalia, maybe visit Zebria, just go out and do something."

"Well, you could..."

"What?"

"You could come with me," the Doctor offered.

"No," Noble replied sadly, "I couldn't."

"Okay."

"I just couldn't."

"No that's fine."

"But everything we did today, do you always live your life like that?"

"Not always."

"I think you do. And I wouldn't be able to."

"But you've seen it out there," the Doctor reminded her. "It's beautiful."

"And it's terrible," Noble countered. "That place was flooding, and they were _dying_, and you just stood there. Like, I don't know, a stranger. And then you made it _snow_! I mean you scare me to death!" The Doctor looked at her, "Right..." She looked back at her house, then at him, "Tell you what though, holiday dinner, come onDoctor."

"I don't do that sort of thing."

"You did it last year. You said so! And might as well, mum always cooks enough for twenty." The Doctor thought about it for a moment, "Alright, better warn them though, and _don't _say I'm from the moon. I just have to, park her properly, she might drift off to the Chaos Ages without me. I'll be right back." He turned and trotted into the Tardis, shutting the door behind. Noble heard the engines start, she gasped. "Doctor! DOCTOR!" It stopped.

"Blimey you can shout," he remarked, opening the doors again.

"Am I ever going to see you again?" Noble asked.

"If I'm lucky."

"Right, just promise me one thing, find somepony."

"I don't need anypony," the Doctor replied.

"Yeah, you do. Because I think sometimes you need somepony to stop you."

"Okay, thanks then Noble Flame. And," he smiled, "Just be magnificent."

"I think I will." He started to go back inside, "Doctor!"

"Oh what now?" the Time-Pony asked.

"You're friend, what was her name?" He hesitated, wondering wether he should reply, and when he did, his voice was fragile.

"Her name was Roseluck." The Doctor smiled sadly and went inside the Tardis. Noble waved as the. Tardis began to dematerialize, then shot into the sky like a real rocket.

_Goodbye Spacecolt, until we meet again,_ Noble thought, turning, and awing towards her house.

_To be continued in, Turner and Gale..._

**Me: so our story begins. Welcome back loyal friends and new readers to season three!**

**Me: this time the cover art was arranged by me but designed by Lissy-Strata. Doctor Who is owned by the BBC, My Little Pony: Friendship is Magic is owned by Hasbro. Let our adventure begin again.**

**10: Allons-y!**


	2. Episode 2, Turner and Gale

Doctor Whooves

_Turner and Gale_

**So the real season begins, allow me introduce our newest companion, Nightengale! Or, her human version, Martha Jones! I have watched this episode so many times I've kind of started to dislike it but, eh, still enjoy it.**

**I chose the name Nightengale for her because, well, she reminds me of a famous nurse named Florence Nightengale. Both of them were quite good so, I thought, why not? **

**Oh, and a note for those who hate Martha, you are hereby forbidden to read my stories. Ever.**

_Poof! Poof! Zap! Puff!_ Nightengale rolled her eyes and picked up the letters that had materialized in her bedroom, them glowing softly in her blue magic. Each one was from a different member of her family, one from her sister, one from her brother, one from her father, and one from her mother. Gale set them inside and continued getting ready for the day, she'd read them on the walk to work.

She brushed her hair, light sky blue with a darker sky blue and a navy streak in it going into her bangs as well as her mane, her tail was identical. Her eyes matched the darker sky blue streak. Her cutie mark was a silver cadecus topped with a red heart, for her natural medical skills and talent with healing magic. She was a unicorn after all. Her "work" was actually an internship at the Hoofdon central hospital where she was studying to be a doctor, or at least a nurse.

Shouldering her purse, and levitating the letters in, Gale set out towards the hospital. Out into the hustle bustle streets of Hoofdon where many pastel colored ponies were also trotting off to work. She pulled out the first letter, from her sister Sparrow, and unrolled it. Sparrow was a unicorn like their mum, so her's was written in pretty looping horn written letters.

_Dear Gale,_

_This is a nightmare! Dad won't listen and mum is going mental because he is insisting on bringing Tinsel to the party. Tell dad he can't bring her to see if that keeps mum from flipping out. Please write back when you've got time, I need some help here._

_Sincerely,_

_Sparrow. _(just FYI, this does not mean she is Sally sparrow, okay? Not, Sally, sparrow.)

Gale smiled a little, it was her brother's birthday that night and the whole family was flipping out. She levitated out the second letter from her brother Hawk and opened it. Her brother had taken after their dad by being a pegasus, his was a bit more messy being hoof writing.

_Dear Gale,_

_If mum and dad start fighting you can tell them I don't even want a party. I didn't even ask for one, they can just give me the money for it and we'll be good. And if you're wondering why you have to tell them, it's because I can't face both of them._

_Sincerely,_

_Hawk._

Nightnegale frowned, the chicken. That should be his name, not Hawk, he couldn't even face his parents. She'd tell them later if they were both ticked off. She pulled out the third letter, her mother Cardinal's.

_Dear Nightengale,_

_I have no problem with your father making a fool of himself in private, but I cannot have him being an idiot in public, the entire family will be put to shame. This is Hawk's twenty first we're talking about, it will be so humiliating. I realize you can't talk him out of liking Tinsel but that doesn't mean you can't try to talk some sense into him._

_Sincerely,_

_Mum. _

Gale rolled her eyes again. She was always the messenger with these things. It was annoying sometimes, but was certainly better than everypony screaming at eachother to get what they want. Tinsel, her dad's marefriend, was always fighting with Cardinal, creating tension on Gale and her siblings to be the mediators.

Add that to the growing list of messages she had to send later. The last letter, her father Eagle's. He was a pegasus like Hawk.

_Dear Gale,_

_You need to tell your mother that because I am paying for half of this part I am entitled to bring who I like alright? And really, what's the matter with Tinsel? _

_Sincerely,_

_Dad_

_P.S. Tinsel says hello._

Gale sighed, tucking the letters into her purse for safe keeping. She looked ahead in the street, and almost ran into the tall brown suited stallion who'd appeared in her path. He was also wearing a long brown over coat, his mane was crazy wild, and he was looking at her weird. She stopped short, looking up at him, he was at least a few inches taller than her.

"Like so," he stated, reaching up and untying the light brown and blue swirled tie he was wearing. He waved it in Gale's face, "See?" Then turned on his hoof and walked away. Nightengale watched him go, made a confused face, then kept walking toward the hospital.

When she arrived, it was pretty busy, as was per usual. As she walked towards the doors, a very strong stallion in full black clothing and helmet shoved past her. He wore this dark clothing all the way over his hooves, no mane or tail in sight, or ears poking out of the helmet.

"Oi! Watch it mate!" Gale snapped. He looked back at her, then turned and walked away. She shrugged it off, probably just some weirdo, no need to be worried. Gale trotted to the student locker area of the hospital.

Using her magic, she did the combination on her padlock and opened the metal door. She levitated in her bag and jacket before pulling her labcoat out and slipping it on. She also pulled out a blue shimmery ribbon and tied up her mane to keep it out of her eyes as she worked. She also grabbed a clipboard of notes she had taken, they'd be necessary during training. When Gale reached to close the door she was met with an electric shock. She jerked her hoof back, the bottom of it stinging from the electric shock.

* * *

The consultant, a unicorn called Dr. Trust was taking the pulse of one of the mares in his ward while the students watched on. The mare, an older pony named Sweet Fig, was describing why she'd come to the hospital. She had frizzy grey white mane and a slightly darker coat.

"I was alright until this morning," she explained. "But I got up and was all dizzy again, it was worse than when I first came in."

"The pulse is slightly thready. Let's see what Hoofdon's finest have to say," Trust said, patting her hoof and setting it down. "Vaccine?" An earth pony mare looked up from her notes in surprise.

"Uh, dizziness could be a sign of some sort of head problem," she said uneasily.

"Unlikely," Trust replied stiffly. "Revival?" Another mare, a friend of Gale's, a unicorn.

"Could recommend a high level magic scan," Revival tried.

"And spend all our magic? No, Nightengale?" She looked up from her papers, thinking for a moment, "Could take blood samples and test them for disease."

"Or, we could ask the patient," the consultant said. "Miss Fig, what did you have for dinner last night?"

"Salad," the old mare replied.

"And the night before?"

"Salad again."

"Salad every night for the last week against my strict instructions," he said, looking up at the students. "It's a salt deficiency, plain and simple salt." And that concluded that. Trust lead his students out of the ward towards another. As they passed through the waiting room, Gale noticed the black clad pony again, with another just like him. She watched them uneasily as they entered another ward. Trust led them to a bed near the back, he levitated the curtains back, "And how're you feeling this morning Mister Turner?"

Gale almost gasped, it was the pony who'd come up to her on the street earlier! Same crazy hair, same brown eyes, but in hospital pajamas now.

"Oh not so bad. But still, you know, bleh," Time Turner said with a cheerful smile.

"Mister Time Turner was admitted yesterday with severe abdominal pains," Trust explained. "Nightengale? Why don't you see what you can find, amaze me." Gale nodded, levitating a stethoscope out of her coat pocket. She moved to beside the bed, "Wasn't very clever running around outside was it?"

"Sorry?" asked Turner confusedly.

"On the road this morning? You came up to me and took your tie off," Gale said.

"I didn't do that," he replied. "Ask any of the nurses, I was here all morning."

"Well that's weird because it looked like you, have you got a brother?"

"Not anymore, no."

"As time passes I grow ever more weary Miss Gale," Trust said, annoyed.

"Right, sorry." She levitated the stethoscope buds into her ears, then pressed the disc to his chest. She could hear his heartbeat aright, but it sounded off. An echo, yes, an echo in time with his heart. Curious, Gale moved the disc to the other side of Turner's chest, only to hear the exact same thing. A second heart, this stallion had two hearts! Her eyes widened in realization, she looked up at Turner, he winked at her.

"I weep for future generations, are you having trouble finding the heart Miss Gale?" asked Trust impatiently.

"Sorry," she said again, levitating out the buds and standing. "Uh, stomach cramps?"

"That's a symptom, not a diagnostic. And you rather failed basic techniques by not first consulting the patient's chart." Trust reached to pick up the clipboard, but dropped it when the metal clip shocked his hoof.

"That happened to me this morning," Gale commented.

"And me on the lift," said Revival.

"It is, only to be expected," the consultant replied, picking it up again. "There is an unplanned thunderstorm brewing overhead that the weather team can't seem to remove, and lightning is a form of static electricity. A theory proved by, anypony?"

"Storm Shift," supplied Turner.

"Correct," Trust said amusedly.

"My mate Storm, now that was a day and a half," the stallion continued. "I got rope burns from holding the clouds, then I got soaked."

"Quite," said Trust uneasily.

"And then, I got electrocuted!"

"Moving on," Trust called, leading his students away. He whispered to a nurse in passing, "Maybe a visit to psychiatry." Gale looked back at the weird stallion, he smiled at her and gave a little wave. She grinned slightly, then turned to follow her teacher.

* * *

"Just listen Sparrow, I've come up with a plan. We tell Tinsel the menu is nothing but sugar and she won't turn up," Gale told her sister over the corded phone as she pulled her lunch out of the break room fridge. Revival was making coffee behind her as she chatted with her sister. Sparrow was calling from a cafe across the road, "_I wish you'd take this seriously. That's our inheritance she's spending on hair dye and clothes. Tell you what, I'm not too far away, I'll stop by for lunch and we can draw up a battle plan."_

Gale looked at the window and scowled, "I'm not going out in this weather." It was pouring rain, buckets of it like a herd of pegasus were dancing on the clouds.

"_It's not raining where I am."_

"You're just lucky then."

"_But I can see you, the clouds are just over the hospital like in cartoons._"

"Well, I've got another idea." A pony passed by the doorway, only stopping to glance in, it was that Time Turner fellow again. Gale paused as he walked by, returning to her sister. "We tell dad and Tinsel to get there at seven for all the birthday stuff and mum can get there and hour later so I can talk with Tinsel and-"

"Gale," interupted Revival nervously.

"What?" she asked.

"The rain."

"It's just rain."

"_Nightengale, have you seen the rain?_"

"What's everypony going on about rain?" asked Gale, confused.

"It's going up," said Revival, pointing to the window.

"_Gale, the rain is going __**up.**__"_ Gale looked at the window and gasped, the water was being pulled off the window towards the sky. The phone dropped out of her magic in surprise, clattering on the ground. There was a lightning crack and bright white light filled the window. The hospital began to shake back and forth, tossing Gale and Revival all around. Gale held onto the cabinets trying not to scream as the building shook. Suddenly, it stopped.

The power was out for a moment, but the lights flickered back on. She sat up, "What the hell was that?"

"Are you alright?" askers Revival, pushing some papers off and sitting up.

"Yeah, I think so. Felt like, an earthquake or-"

"Gale. Look it's dark outside, night, but it was lunchtime!" Gale got to her hooves, and went to the window, "That's not right."

"But it's night, it has to be!" Revival continued frightfully. Nightengale looked out the window, and suddenly felt like Princess Luna. Because she was on the moon, outside was it's white cratered surface, and the blackness of space where Gaia was hanging in the sky.

"We're on the moon," she said in disbelief. "We're on the moon!"

"We can't be."

"We are, we are on the bloody moon!" It was only a moment before they could hear the sounds of hysteria and panic from outside the break room. Gale sprang back into action, she hurried out of the room with her friend following, as she passed through the halls she called to the patients and family friends, "Everypony return to your rooms! We've had an emergency but we will figure this out." She passed the older mare from earlier, Miss Fig.

"Can you help-"

"Not now miss," Gale replied politely, rushing into one of the wards. She passed by Time Turner again, barely registering it as he closed the curtains around his bed. Nightengale dashed to the window, climbing up on the ledge and looking outside.

"Oh my, Luna it's real! It's really real," she said, stunned. "Hold on..." She powered up her magic, making the locks on the windows glow as she readied to open them.

"No! Stop," protested Revival, coming up beside her, "you'll let all the air out."

"These windows aren't exactly air tight, if we were going to loose the air it'd be gone by now," Gale retorted.

"Very good point!" called a voice, both mares whipped around to see Mr. Time Turner striding towards them wearing a blue suit and red tie. His cutie mark was visible, an emptying hourglass, fitting. "Brilliant in fact, what was your name again?"

"Gale," she replied.

"And it was, Nightengale right?" he asked, stepping up to the window beside them. "So tell me Nightengale, how're we breathing?"

"We can't be," protested Revival.

"We obviously are so don't waste my time," Turner said bluntly. "Gale, what've we got? Is there a balcony or a veranda...?"

"By the patient's lounge yeah," she answered.

"Fancy going out?"

"Okay."

"We could die."

"We might not." The strange stallion with two hearts smiled, "Good, c'mon. Not her though, she'd slow us down."

* * *

Nightengale led Time Turner to the patient's lounge, where the big glass doors looked out on the moon. She looked at Turner, he nodded. They both took a deep breath and opened the doors. Nothing, not even a whoosh of air, Gale exhaled relieved. They walked to the edge of the balcony, "We've got air. How does that work?"

"Be glad it does," Turner replied. Gale looked out into space, "I've got a party tonight, my brother's twenty-first. My mum is going to be so, so..." She trailed off. Turner looked at her, "You okay?"

"Yeah."

"You want to go back in?"

"No way, I mean, we could die any minute but all the same, it's beautiful." If only Luna could've heard them then.

"You really think so?"

"How many ponies want to go to the moon? And here we are."

"Standing in the light of the planet."

"Soooo, what do you think happened?"

"What do you think?" Gale thought for a moment, "Aliens. Definitely. But, I don't know. Three years ago that would've sounded mad but, then that spaceship crashing into Clockwork's Tower, Hearth's Warming, all those Cyberponies things. I had a cousin, Bluejay, never came back home." Gale sighed, looking out on the moon.

"I'm sorry," Turner said solemnly.

"It's okay," she replied, shrugging it off.

"I was there, in the battle," he added. Nightengale exhaled once, regaining her composure, "I promise you Time Turner, whatever brought us here can take us back. There's got to be a way."

"It's not Time Turner, that's not my real name," he corrected, looking around. She looked at him, "Then who are you?"

"I'm the Doctor," the Time-Pony replied.

"So am I if I ever pass exams. What is it, Doctor Turner then?" she asked.

"No, just the Doctor."

"How do you mean 'just the Doctor'?"

"Just, the Doctor," he repeated, confused.

"What ponies call you the Doctor?"

"Yeah."

"Well, I'm not. As far as I'm concerned you have to earn that title," Nightengale said strongly.

"Guess I better make a start," the Docor commented. "Let's have a look." He picked up a pebble off the ground and tossed it in the air. "Must be some sort of," _bong!_ The pebble bounced off something, making blue ripples in it, "Force field. Keeping all the air in."

"But, wait, if that thing is like a bubble sealing us in," Gale said, eyes widening in realization, "this is the only air we've got! What happens when we run out?"

"How many ponies in this hospital?" asked the Doctor.

"I don't know, a thousand?"

"One thousand ponies suffocating."

"Why would anyone do that?" asked Gale. The ground began to rumble as something flew in from over head, "Heads up! Ask them yourself!" A small squad of cylindrical ships flew overhead, looking like giant grey tubes with ridges on them and giant green rockets on the bottom. The four ships kept going, parking themselves in craters in front of the hospital. Little elevators came out of the bottom, and strong black armor clad quadrupeds cam marching out in sync.

The Doctor grimaced, they weren't Cyberponies but they sure acted like them. Gale just remained slack jawed as they marched forward, "Oh my gosh, those are aliens! Real proper aliens!"

"Judoon," the Doctor said, grimly.

* * *

Consultant Trust rubbed his eyes tiredly as the spaceships descended. Why did this have to happen to them? He heard the door open and look up, Miss Fig stood in the doorway.

"Mr. Trust, I'm sorry, I don't know who else to ask. Can you help me?" she asked innocently.

"I think we've gone beyond aspirin now miss, um...?"

"Fig," she supplied sweetly.

"Names," Trust muttered, "what are names now when the unnamable is marching towards us? Two more years, I thought, two more years and I could retire to Ponyville. But there's Equestria, I can see it in the sky. My daughter, she's still in school, I am never going to see her again."

"But can you help me?" asked Fig.

"I can't do anything."

"Oh, but I think you can." Two strong ponies stepped into the room behind her, both covered in black fabric from muzzle to tail.

"Oh what do you want?" snapped the consultant. "I think it's to late to sign for anything."

"These are my lovely colts," the mare continued. "I prefer not to get my hooves dirty."

"What?"

"You see, there are great tests to come, and terrible deeds, some of them my own," she said proudly. "And if I am to survive this, I need you."

"I'm sorry?"

"Blood, specifically yours." Miss. Fig raised a hoof motioning to her 'colts', they stepped forward, stepping on either side of Trust, they grabbed him, holding him in position. "What're you doing? Let me go! Let go now! What're you doing?"

"You see, I only had a salt deficient because I'm so good at absorbing," Fig explained, getting a grisly and almost psychotic smile. "But now I needs fir in my veins. And who better than a consultant? Sweet blood with all those expensive pastries and, mmm, ice cold cider."

"Who are you?" he asked fearfully as Fig reached into a pocket on her robe.

"Oh I'm a survivor," she said with a smirk. She held up a little pink swirly straw, "And oh look, I've even brought a straw." She stepped towards him, sticking the straw in her mouth.

* * *

The Judoon were marching towards the hospital, whole crowds of them, almost like a battalion of soldiers. Ponies crowded around the front door, staring at these new creatures. Suddenly, they walked right through the force field. Ponies began to panic as they finally realized the alien's direction, towards them. They scattered from the doors, hiding around the waiting room as if chairs would protect them. The creatures marched inside, stopping just inside the metal scanners.

One of them stepped forward. It reached up and pressed a button on the neck of the suit, the helmet began to retract. Ponies gasped, somepony squealed in fear, it was a rhinoceros. Now, rhinos could not talk like zebras and giraffes, so it was a bit odd seeing one standing there in a space suit. It began to speak, "Blo so folt do cro no blo cos so ro." The Juddon soldiers unholstered their blasters, aiming at various ponies around the room. Silence from the ponies.

Nervously, Vaccine trotted up behind the leader. She cleared her throat, "Um, we are citizens of the planet Gaia, we uh, welcome you in peace?"

The Judoon turned to her, it out a hoof on her chest and pushed her into the wall. With the other hoof, it pulled a red device off its belt, and raised it to her muzzle.

"P-please don't hurt me I was only trying to help!" Vaccine said, panicking as it lit up blue. The Judoon let go of her. She dropped down onto four hooves again, watching as it checked the scanner. It plugged it into port on the chest piece of his armor, "Language established, Gaian, Equestrian. You will be catalogued." The soldiers reholstered their weapons. The leader raised his scanner again, buzzing it in Vaccine's eyes, "Category, Equine." Then it took her hoof, and gently drew a little black X on it. "Catalogue all species."

The other Judoon began to do the same to the other ponies. They panicked at first, but relaxed as they saw the Judoon doing them no harm. Everypony was so caught up with the rhinos that they didn't notice two ponies peeking through some plants on the balcony above. Nightengale and the Doctor watched as the Judoon worked.

"Oh look you've got a little shop," the Time-Pony remarked with a smile, "I like a little shop."

"Nevermind the shop, what are Judoon?" asked Gale, gesturing slightly to the aliens on the level below.

"They're like police," he explained. "Well, police for hire. More like interplanetary thugs."

"And they brought us to the moon? How have they got magic?"

"Neutral territory, the lightning and rain? That was an H2O scoop. By galactic law the Judoon have no jurisdiction over Gaia, but on the moon, they can do as they please."

"What are you going on about, galactic law? If they're police are we under arrest? What've we done, trespassed on the moon?"

"No, good thinking. I wish it were that simple. If they're cataloging species that means they're looking for something non-equine," the Doctor grimaced. "Which is _very _bad news for me."

"Why?" asked Gale. The Doctor looked at her, "Oh you're kidding me. You can't be serious! stop looking at me like that!" He glanced back at the investigation, "Come on." He stood up and trotted away, staying low to the ground. Gale sighed and followed.

* * *

"Troop six, troop seven, check floor six, find the transgressor. Find it!" ordered the Judoon leader. The squadrons pslit off, marching towards then up the stairs. The leader, with a small group following, marched down one of the corridors. Ones were panicking and running away. Vaccine tried, unsuccessfully, to get the ponies to calm down. One stallion, a young pony, picked up a vase and smashed it over the helmet of one of the Judoon. It stopped, turning round on him.

"Witness the crime. Charge, physical assualt," the Judoon leader said. "Plea, guilty. Sentence, execution." The 'assaulted' Judoon pulled out its ray gun and zapped the poor stallion, turning him into ashes. There was terrified silence for a moment.

"You didn't need to do that," said Vaccine a bit angrily. The judon remained stoic, "Justic is swift." And the squad continued scanning the 'suspects', now considerably calmer but more scared.

* * *

Nightengale looked through the doorway, keeping an eye out for the rhino soldiers. She looked back into the room, where the Doctor was scanning the computer with a silver device in his mouth.

"They've reached the third floor," she warned. "What's that thing?"

"Shonic screwdrivah," he said through the device.

"Well if you're not going to answer me properly." He spit out the device, "No, really, it's a screwdriver, that's sonic."

"What else have you got?" asked Gale with a little smirk. "A laser blaster?"

"I did," the Doctor muttered, typing something on the computer. "It was stolen by Rainbow Dash, cheeky mare. OH!" He smacked the computer with a hoof angrily, "This stupid computer! The Judoon must've locked it down." He sat back in the chair, crossing his hooves as he thought, "Judoon platoon upon the moon. And I was just travelling past I swear! Just wandering, not looking for trouble. Then I notice these plasma coils building around the hospital, that was the lightning. Been building up for two days now, I checked in to have a look around... Turns out they were the Judoon up above."

"What are they looking for?" asked Gale curiously, watching the Doctor as he worked.

"Something that looks Equine but isn't," the Time-Pony replied.

"Like you apparently."

"Like me, but not me."

"Haven't they got a reference?"

"Could be a shape changer."

"Whatever it is, can't you leave the Judoon to find it?"

"That's the thing, if they accuse the hospital of harbor ing a fugitive they'll sentence it to execution," the Doctor replied.

"All of us?" Gale said in shock.

"Yes, but if I can find this thing first, OH! You see they are thick! Judoon are thick! They are completely thick! They wiped the records! Oh that is clever," he ranted angrily, running a hoof through his mane making it even crazier.

"What're you looking for?" Nightengale glanced back out the doorway as she said this.

"I don't know," the Doctor said, waving at the screen. Say, any patient admitted in the last week with unusual symptoms? Maybe it has a back up!" He sat forward again, grabbing the computer and turning it around, "I'll got ask Mr. Trust," Gale said as he worked. "Maybe he knows." The Doctor nodded absentmindedly, a good of a yes as she was going to get.

Nightengale turned and galloped out of the little office. She made sure to avoid the Judoon as she raced towards the consultant's office. She burst in the door, "Mr. Trust I-" she stopped short, seeing three ponies hovering over him. Mrs. Fig looked up, straw sticking sideways out of her mouth and dripping red stuff. Gale gasped, then turned and ran.

"Kill her!" ordered Mrs. Fig. The suited stallions shot to their hooves, and began chasing her. She slammed the door shut and locked it, hoping to buy some time. Gale ran as fast as she could, literally running for her life. She rounded a corner and crashed into the Doctor.

"I've restored the back-up," he said.

"I found her," she said.

"You did what?" There was a crash as they broke through the door and split up, searching for Gale.

"Run!" cried the Doctor, taking her hoof. They turned and galloped down the corridor, one of the black clad ponies hot on their trail. As they reached the staircase they had to run the opposit direction because of the incoming Judoon. Down an empty corridor where no ponies were hiding, where wires hung from the ceilings and signs pointed toward the X-Ray room.

Unlike humans, who use radiation to see inside the body, ponies use a variety of magic called energy X. It has very similar qualities to radiation, but is naturally occurring in some unicorns. The Doctor knew if they could get to the X-Ray lab he'd be able to stop the thing chasing them.

Good news, they made it safely. Bad news, the black pony was right behind them. The Doctor slammed the door shut and soniced the lock. Gale dashed into the scanner control room, the Doctor followed, the screwdriver sticking sideways out his mouth. "When I shay, schtart da machine."

"But I don't know how!" Nightengale protested.

"Find out!" The pony was beginning to slam against the door, trying to break it in. The Doctor dashed over to the scanner machine, jamming his sonic in the port and turning it on. Gale flipped through the manual as fast as she could, flipping pages with her magic as fast as possibly. The door suddenly broke, the black dressed pony stepped in.

"Now!" cried the Doctor. Gale slammed down a big yellow button and a bright light filled the room. The Doctor squinted in the light, but kept his hoof on the machine, keeping it aimed at the other pony. It shook wildly, spasming, then collapsed. The energy cut out.

"What did you do?" asked Gale, looking at the collapsed pony.

"Increased the energy by five thousand percent, killed it dead," the Doctor said nonchalantly.

"But won't that kill you?"

"Nah, it's only magic radiation, I've dealt with much worse. I-it's safe to come out I've absorbed it all." Gale stepped out from behind the safety screen, watching the Doctor as he began to do something odd. "All I need to do is expel it, if I concentrate, I can shake the energy out of me into one spot." He began to bounce up and down, his tie came sort of loose, flapping around. "It's, in my tie? Alright then, out! Out!" He grabbed the clothing article and began to shake it all around, looking like a dog with a chew toy. All while bouncing up and down and saying: "out! Out out out out out! Ah! Ow, hot, hot hot!" He pulled off the tie, opened the dangerous waste bin, and tossed it in, slamming the lid. He looked up at Gale, smiling like crazy.

"You are completely mad!" she exclaimed.

"I know!" the Doctor replied.

"So, what is that thing?" asked Gale, gesturing to the fallen creature. "And where's it from? The planet Zivorax?"

"It's just a Slab," the Doctor explained. "Basic slave drone, solid fabric all the way through. Somepony has got one heck of a fetish."

"But it was that mare, Ms. Fig, it was working for her, like a servant," Gale said urgently. The Doctor reached up to the scanner and pulled out his sonic screwdriver. It was charred black and melted in some spots.

"My sonic screwdriver," he said, shocked.

"She was a patient, but-"

"My screwdriver..."

"She had this straw like some kind of changeling and-"

"I loved my sonic screwdriver."

"Doctor!" He glanced at her and tossed the sonic aside, "Sorry." And then he broke into a smile, "You called me Doctor."

"Anyways, Ms. Fig is the alien! She was drinking Mr. Trust's blood," Gale explained.

"Funny time for a snack," the Doctor mused, "you'd think she'd be hiding. Unless, no... Yes, wait a minute... Yes! Shape changer! Internal shape changer! She wasn't drinking bloo, she was assimilating it! If she can assimilate Mr. Trust's blood and mimic the biology she'll register as equine! Come on! We've got to find her and show the Judoon!" Nightengale nodded and they galloped out of radiology.

But, as they turned a corner, the Doctor grabbed Gale and shoved her into a doorway. She was about to protest when she heard the hoof steps. It was only a moment before the second Slab trotted past them. "That's the thing about Slabs, they always travel in pairs."

"What about you?" asked Gale quietly. "Have you got a team? A partner or something?" The Doctor made as face, "Ponies! Trapped on the moon, running out of air, with Judoon hunting me down and you're asking personal questions?" He got to his hooves and trotted out of the doorway.

"Heh, like that. 'Ponies,' still not convinced you're an alien." She stood and followed him, only to see a squad of Judoon right there, one scanned the Doctor immediately, "Non-equine."

"Oh my Celestia, you really are!"

"And again!" the Doctor exclaimed, turning on his hoof and running. Gale galloped after him, very aware of the Judoon unholstering their weapons. They had just rounded a corner when bright red energy beams blasted past. They ran all the way to the stairs and down a few floors. Ponies were beginning to slip into oxygen deprived sleep as the level continued to drop. They slowled to a brisk trot, passing by Revival. She was holding an oxygen mask up to a very sick looking pony.

"How much oxygen have we got?" asked Nightengale worriedly.

"Not enough for all these ponies."

"How're you doing?" the Doctor asked his friend.

"I'm running on adrenaline," she replied.

"Welcome to my world."

"What about the Judoon?"

"Nah, great big lung reserves, won't slow them down. Where's Trust's office?"

"This way." They weaved through unconscious and barely awake ponies across the floor towards his office. When they reached it, the Doctor stepped in front of Gale. He motioned that he would go in first, just in case. Slowly, he opened the door. Gale looked in over his shoulder.

"But she was here!" Gale protested, "I saw here!" But she cut it short when she saw her teacher's blood free body discarded by the wal, eyes wide open. His coat was ice white, blood free, Mr. Trust was dead. The Doctor stepped forward, pressing a hoof to the consultant's neck, "Drained him dry. Every last drop. I was right, she is a plasmavore."

"But what's she doing in Equestria?" asked Gale, a bit weak.

"Hiding? On the run?" offered the Time-Pony. "But what's she doing now? It's still not safe, the Judoon could execute us all." He stood and turned to leave, "Hold on!" Gale stepped forward, and using her magic, shut the dead Pony's eyes. The Doctor watched her as she stood and followed him. They stepped back into the hall, the Doctor looked around, muttering under his breath, "Think think think! If I were a plasmavore surrounded by police what would I do?"

He looked down another corridor, eyes landing on an arrow labeled MRI, magic resonance imaging. "Oh, she's almost as clever as I am. Almost." There was a loud _bang!_ And screams as the Judoon smashed through a door at the end of the hall.

"Find the non-equine, find it!" roared the leader. The Doctor turned to Gale, "Listen, Gale, I need time, you've got to hold them up!"

"How do I do that?" Nightengale protested.

"Just, forgive me for this," he said. "It could save thousands of lives and it means nothing. Honestly, nothing." He leaned forward ans kissed her, long and hard, right on the lips. Gale's heart went into mega overdrive. The Doctor backed away and galloped towards the MRI. Nightengale finally exhaled, "That, was _nothing_?" The Time-Pony didn't hear her as he galloped into the MRI room. There was the elderly mare, Miss. Fig, working the controls to the magic scanning machine.

"Have you seen?" he asked, pretending to be slightly hysterical and pointing towards the doorway. "There are these, these things! Great it space rhino things!" Fig looked at him, no more than a glance.

"I mean, rhinos from space!" the Doctor continued, pretending to be some poor stallion who'd been caught up in the whole mess on accident. "And we're on the moon! Great big space alien rhinos on the moon! I only came here because of a stomach bug, all better now, the nurses were lovely. I told my wife I'd recommend this place to anypony, but then we end up on the moon! And did I mention the rhinos?" Miss Fig glanced at him, "Hold him!" The second slab stepped out from behind the draw screen and tackled the Doctor, pinning him down on the tile.

* * *

Gale stared straight ahead trying to remain calm as a battalion of rhino soldiers stampeded towards her, but it was very hard not to panic.

"Now I know who you're looking for," she said trying to keep her voice steady. "She's this mare call Miss Fig and-" the Judoon had reached her, the leader pulled out his device and scanned her.

"Equine," he huffed. "Wait traces of non-equine element suspected. Non-equine element confirmed. Authorize full scan." It put a hoof, (is that what they are in rhinos?) onto her chest and pushed her up against the wall, keeping the scanner in her eyes. "What are you? What are you?"

* * *

The Doctor looked over at the MRI machine itself, colorful streaks of magic were literally pulsing off it and along the metal surface. It hummed as the magic charged up. Fig had her head inside and was admiring the glow generating within.

"That machine thing," he said, still pinned under the slab, "is it supposed to be making that sound?"

"You wouldn't understand," the plasmavore replied, stepping away from the machine.

"But it's a, magic resonance, imager thing right?" continued the Doctor. "Like a giant magic magnet? I did a magic study in college, well, I failed but, still."

"Increased to fifty thousand sparklas," she said with a dark smile.

"That's a bit much don't you think?"

"It'll send out a magic pulse strong enough to fry the minds of every living creature within two hundred fifty thousand miles."

"But uh, hold on, hold on," the Time-Pony stammered. "I did geography, passed that one, doesn't that distance include Gaia?"

"Only the side facing the moon, and dear Princess Luna," Fig said to him. "Call it my _little_ gift."

"I'm sorry, you're going to have to excuse me, I'm a little out of my depth. I spent the last six years as a clockmaker. But, why would you do that?"

"With everypony dead, the Judoon ships will be mine to take, and make my escape."

"No, wait, hold on, you're talking like your some sort of alien," the Doctor continued, rolling his eyes.

"Oh but I am," Fig said proudly.

"No," he gasped in mock disbelief.

"Oh yes."

"You're joshing me!"

"I am not."

"I'm talking to a real alien?" the Doctor continued, shocked. "In hospital? What, has this place got an ET department?"

"It's the perfect hiding place," the plasmavore explained, trotting back into the control room. "Blood banks downstairs for a midnight feast, and all this technology to arm myself should the police come looking."

"Those rhinos, they're looking for you?"

"Yes, but I'm _hidden,_" she hissed the last word, lifting her hoof to show him the marketed on X.

"Right," he muttered. "Maybe that's why they're increasing their scans."

"They what?"

"Well, big chief rhino guy said, uh, 'no sign of the non-equine, we must increase to setting two'?" the Doctor replied. Fig's eyes widened, "I must assimilate again."

"You what?"

"I must appear to be a pony!" she snapped back, trotting out of the controls towards him.

"Well you're welcome to come home and meet the wife, she'd be honored, we can have cake!" he said, faking excitement. Fig reached into her pocket, and pulled out the swirly straw. "Why should I have cake when I've got my little straw?"

"What's that for?" asked the Doctor, nervous despite himself. "Milkshake? I like banana."

"You're quite a funny colt," the plasmavore purred. "Yet, I think, laughing to mask the fear. I think it's time to find some peace. Steady him." The slab pressed even harder against the Doctor, forcing his head to the side, leaving Fig with a clear shot at his neck.

"What are you doing?!"

"Now, I'm afraid this is going to hurt a bit," she said, licking her lips, "but if it's any consolation, the dead don't tend to remember." She stuck the straw into his throat and began to suck.

* * *

The Judoon leader stepped back from Gale, having completed the scan, "Confirm, equine. Traces of facial contact with non-equine." It took her hoof and marked the little black X. "Continue the search, you will need this." He handed her a little booklet.

"What's this for?" asked Gale, telling it with her magic and waving it a little.

"Compensation," it replied, turning and leading the soldiers into the MRI room. Gale tossed the paper aside and rushed after them. They barged through the door, Fig and the slab jumped back from the Doctor, who didn't move on the ground.

"Look at what you've done!" cried Fig, stashing her straw and wiping her lips clean. "This poor stallion just died of fright!" The Judoon leader scanned him, "Conformation, deceased."

"No! He can't be! Let me through!" cried Gale, pushing through the rhinos.

"Stop," ordered one of them, blocking her path, "case closed."

"But it was her! She killed him!" Nightengale protested pointing at Fig.

"Judoon have no restrictions over Equine crimes," the leader said unemotionally.

"But she's not a pony!"

"Oh but I am," Fig replied, "I've been catologued." She showed off the black X on her hoof.

"Not she isn't! She assimi- wait, you drank his blood?" asked Gale, slowly realizing what had happened. "The Doctor's blood?" With her magic, she snatched a scanner of one of the Judoon's belts and aimed it at Fig, scanning.

"Oh, scan all you like."

"Non-Equine," stated the Judoon leader as the machine completed the scan.

"What?" the plasmavore asked, shocked.

"Confirm scan," ordered the Judoon. They all sap canned her, "But I'm a pony," the plasmavore protested, "I'm as equine as they come."

"He gave his life so they'd find you," Gale said with a smirk.

"Confirm, plasmavore, charged with murdering the child Princess of patrival regency three," the Judoon leader huffed. Fig scowled, "Well she deserved it! Those pink curls and that _simpering_ voice, she was begging for the bite of a plasmavore!"

"So you confess?"

"Confess? I'm proud of it! Slab! Stop them!" She galloped into the controls, the slab stepped infront of the window, but was disintegrated instantly. "Excecute!" Fig grabbed two blue cords and plugged them together, "enjoy your victory Judoon! Because you're going to burn with me, burn in hell!" She too was disintegrated.

"Case, closed."

"But what did she mean burn in hell?" asked Gale panicking. "The scanner shouldn't be doing that, what's she done to it?" A Judoon soldier checked it, "Scans detect lethal levels of magic energy."

"Well do something! You've got to stop it!" Nightengale protested.

"Our jurisdiction has ended, Judoon will evacuate," the leader said unemotionally. He pressed a button on his suit, "All Judoon will exacuate the building," the call rang out across the whole hospital. The squad turned and marched out of the MRI.

"You can't go!" Gale yelled after them. "That thing is going to explode and it's your fault!" None of them responded, Gale huffed and ran back into the MRI room, kneeling by the Doctor's body. She opened his mouth and breathed in, then put her hooves on his chest and began CPR. Muttering to herself, "One, two, three, four." She did this twice, then remembered.

"Two hearts!" She put her hooves on the other side of his chest and began pumping hard. It was getting difficult to breathe, her counts came out in gasps. Gale took one last deep breath and gave it to the Doctor. She pumped twice more on his chest when he coughed, starting to wake up. Gale dropped down beside him, finally out of air.

"The scanner," she whispered, "she, did, something." The Doctor tried to get to his hooves, coughing hard and trying to wake up. He couldn't get enough air, and the scanner was getting worse. Colorful ripples of energy were pulsing all over the building. He barely managed to stumble over to the controls, clinging to the counter for balance. He reached into a pocket for the sonic, but remembered it had been fried.

He groaned, coughing again in the thin air. He stumbled over to the control panel covered with cords, a set of red ones and blue ones. He reached for the red ones, then grabbed the blue and pulled them apart. The machine stopped sparking, shutting down. The Doctor smiled weakly, but pushed himself back onto his hooves, less shakey now but still weak. He shuffled back over to Nightengale's limp form, he checked the pulse on her neck, it was still going faintly.

The Time-Pony knelt down and picked up Gale and placing her on his back, no small task. From there, he carried her out of the MRI office, through the corridor, and into the nearest ward. He lay her down in a bed and stumbled over to the window. "Please please, come on Judoon, reverse it!" Suddenly, little wet droplets began to pelt the window, the Doctor smiled.

"Look Gale," he said, glancing back at her, "it's raining. It's raining on the moon." There was a flash of lightning and a crash of thunder, a massive shake, and the hospital was back on Gaia.

* * *

Gale slowly trotted out of the hospital, shaking her head and trying to wake up. All around her, ponies were being treated by medics with oxygen and medicine. Police were doing an investigation, interviewing patients and staff for the story.

"Gale!" cried a voice. She looked up to see her light pink maned magenta coated sister Sparrow galloping towards her, the two sisters embraced, "Oh my Celestia Gale I ought you were dead! I phoned everypony, they were all panicking, dad was even _crying._ Mum is trying to get down here but the roads are all blocked nopony can get through." Gale listened to her sister semi-absentmindedly, watching the ponies all around them. Then she saw one, the Doctor, trotting away from it all towards a big blue police box. He looked back and met her gaze, he waved and smiled. She smiled back, turning and looking at her sister again. And completely missing the strange hum that followed the Doctor's departure.

* * *

One hour until Hawk's party, one hours to get ready. Gale had already showered and was brushing her hair while listening to the radio. Ever since she had gotten home they had been playing report after report about the hospital. She snickered, none of them would ever really believe it was aliens, would they? Suddenly, she heard the voice of her fellow student Vaccine giving her story.

"I was there, I saw it happen. And I feel uniquely privileged, how many ponies go to the moon?! I looked out at the surface of the moon, and I saw Gaia, suspended in space, and it all just proves Mister Clockwise right. We're not alone in the universe. There's life out there, wild and extraordinary life." Gale smiled, and tied her hair up in a ribbon.

* * *

The party was a disaster. It started with just one word from Tinsel after Gale described what had happened, "Liar." One thing had led to another, now Tinsel was storming out of the restaurant, "I will not stay in there to be insulted!" Eagle followed after Tinsel, he was a pegasus as mentioned before, colored two kinds of light green, "She didn't mean it sweetheart! She was saying you looked thin!"

"No I said starved," corrected Cardinal, Gale's mother, a unicorn colored two kinds of red. As the argument went on, Nightengale, Sparrow, and their brother Hawk, pegasus, colored light blues.

"Tinsel started it," Sparrow said, "I heard her."

"Don't make it worse Sparrow," snapped Hawk.

"Then she practically accused Gale of making it all up!" cried Cardinal.

"Mum! I don't mind, really," Nightengale protested. The fight continued to escalate, Tinsel stormed off down the street with Eagle at her hooves, Hawk followed them trying to bring them back. Cardinal went off in the other direction, Sparrow chasing her. That left Nightengale alone in front of the bistro holding her jacket. She sighed tiredly, this family business was always difficult.

She did a double take, but no, her eyes weren't lying. There, standing across the road, was the Doctor. Except, he was wearing a brown suit under a large tan colored overcoat. The strange stallion smiled, turned on his hoof, and trotted down the alleyway. Gale thought for a moment, shrugged on her jacket, and crossed the road. She reached the alley, nothing all the way down. She trotted down it, passing "Vote Clockwise" signs as she went. She turned another corner, and saw the Doctor, leaning against the blue police box.

"I went to the moon today," Nightengale stated.

"A bit more peaceful than down here," he said, subtly referencing the family fiasco. Gale nodded, "You know, you never really told me who you were."

"The Doctor," he replied.

"I meant what species? Not often I get to ask that."

"Time-Pony," the Doctor said.

"Right! Not pompous at all then," Gale said.

"Well, I just thought, since you saved my life," he said slowly, pulling out his sonic screwdriver, "And I've got a new sonic that needs road testing, I thought you might fancy a trip."

"What, into space?" asked Gale dubiously.

"Well?"

"I can't, I've got exams, things to do. I've got to pay rent tomorrow, my family's going mad."

"If it helps, I can also travel in time." She raised her eyes brows suspiciously, "No way."

"I can."

"Come on, that is going too far," she insisted.

"Alright, I'll prove it," the Doctor said. He turned and trotted into the blue box, shutting the door. There was a boom, then a sort of whirring sound as a wind began to pick up. Gale watched, her jaw slowly dropping, as the box vanished. She stepped forward, reaching into the space where the box used to be, when the sound returned! _Vwwwrrrr, vwrrr,_ she stepped back as it appeared again.

The Doctor strode out, brown blue swirled tie hanging on his hoof, "Told you."

"B-but that was this morning!" stammered Gale. "But you, you really can travel in time! Hold on, if you were there, why didn't you warn me not to go to work?"

"Crossing timelines is strictly forbidden," the Time-Pony replied, slipping his tie back on, "Except for cheap tricks."

"So, that's your spaceship?" she asked, trotting up to the box, she put a hoof on it and felt the wood.

"It's called the Tardis, time and relative dimensions in space," he explained.

"You're spaceship's made of wood," Gale noted. "And it's not very big, we'd be a bit, intimate."

"Take a look." The Doctor pushed open the door and gestured her in. Nightengale looking inside the Tardis and gasped, "No no no!" She looked outside again, "But it's just a box, made of wood!" She trotted further into the ship, the Doctor followed her, "How does it do that? It's a little box with all this crammed in! It's bigger on the inside!" The Doctor mouthed the words with her as she said it, "Is it? I hadn't noticed." He kicked the door shut and tugged off his overcoat, tossing it over one of the coral spires.

"Right then! Let's get going," he cried, galloping over to the controls.

"But is there a crew? Like a navigator and stuff, where is everypony?" asked Gale, following him.

"Just me," he chirped nonchalantly, starting to tap the controls.

"On your own?"

"Well, sometimes I have guests. I mean, friends," he said, stumbling over his words, "travelling alongside. Recently actually, a friend of mine. Roseluck, her name was Roseluck. And we were, together, anyways!"

"Where is she now?" asked Gale, curious.

"With her family, happy. She's fine, she's, not that you're replacing her..."

"Never said I was."

"Just one trip, one trip to say thanks, then back home. I'd rather be on my own."

"Well, you were the one who kissed me."

"_That_ was a genetic transfer."

"And if you will wear a tight suit."

"Now don't!"

"And fly all the way across the galaxy to ask me on a date."

"Stop it!"

"For the record? I'm not even interested," Gale said with a smirk. "I only go for ponies." The. Doctor smiled a little, "Good. So, close down the gravitic anomilizer," he flipped a large red switch, working his way over to her. "Fire up the helmic regulator," he pressed a couple green buttons. "And finally," a large blue switch, "the hoofbreak. Ready?" He looked over at Gale.

"No," she said honestly.

"Off we go," he pulled the lever. The Tardis jerked hard, throwing both ponies into the controls. The Doctor laughed happily, clinging on for dear life.

"Blimey, bit bumpy ain't it?" remarked Gale, clinging to the console. The Doctor looked over at her offering a hoof, "Welcome aboard Miss Nightengale!" She took his hoof, shaking it, "My pleasure Mr. Time Turner!"

_To be continued in "The Starswirl Code"..._

**Me: and so a great friendship is born. Gale, why don't you do the honors?**

**Gale: sure, me, my family, and the general world of Equestria is owned by Hasbro. The Doctor and his world and fabulous machine are owned by the BBC. And until next time, Allons-y!**

**Me: see ya then!**


	3. Episode 3, The Starswirl Code

Doctor Whooves

_The Starswirl Code_

**Okay, so, I needed somepony old and famous, and then I watched the Hearth's Warming MLP episode. Starswirl the Bearded. Bam, perfect! But, this is before he was "The bearded".**

On a moonlit night in mid October, in the small settlement of Hoofdon, a young stallion was serenading his beloved. His name was Noteworthy, and hers was Lillith, she was by far the most beautiful unicorn in the town, and not many of the noble blood chose to live in such a town, where pegasus and earth pony lived together as well. It was only a few years after the truce of the three tribes, the snow was melting away, and they were joining into new colonies in the land of Equestria.

Noteworthy was just an earth pony, and most called his love for Lillith foolish, for there was no way she too loved him. But tonight, he'd prove them wrong. He sang to her from the ground, while she watched from a window above. Lillith had soft pink hair that was unruly but curly and a clean white coat, Noteworthy had a navy blue coat and whitish mane and wore no more than old rags.

"_My love is fair, my love is true, my love she is my world_," he sang. Lillith raised her candle and met his eyes as he slowed, "Such sweet words show thine blood is afire? Would you wish we wait any longer for consummation?" Noteworthy broke into a Pinkie Pie worthy smile, they were all wrong, she did love him.

"Oh yes!" he cried to her, "tonight is the night!" He raced into the building, Lillith raced to the door of her second level home. She opened it just a crack, looking out at Noteworty from behind, "Do you dare to enter, bold sir?"

"I do," Noteworty replied. Lillith opened the door and let him in to her home. He stopped, staring at the room. There was a black steel cauldron at the center of the room, herbs, flowers, and odd things hung from various places around the room, all of it had a dark and evil look to it.

"Lillith, this cannot be the home of one do noble and beautiful," Noteworthy said. "Forgive me, this is foul." She placed a hoof on his muzzle, shushing quietly. "Sad words suit not upon a lover's tounge." Noteworthy smiled a little, leaned forward, and kissed Lillith. But, instead of kissing back, she pulled away, and when Notworthy looked up, a horrid creature stood before him.

Where Lillith had been was now what looked like an old mare with very sharp teeth. She was looking at him with small beady eyes, "Oh my, your kiss transformed me," she said with Lillith's voice. "A suitor should meet his beloved parents, Mother Doomtouch?" Noteworthy jumped as another one, this time with tinted green skin and larger fangs dressed in a raggedy black cloak, appeared behind him. "And Mother Bloodtide!" A third leaped down from the rafters, identical to the first two.

They leaped on Noteworthy and began tearing him limb from limb. No, seriously, they literally began ripping his flesh off and devouring him. Lillith, or whatever she was, smiled grimly and cried, "Soon, at the hour of woven words, we shall rise again, and this fleeting world shall fall! Mwa ha ha ha ha!"

**(Theme song begins playing in background while actors exit stage left)**

Nightengale, not one hour ago, had been stuck on earth with her crazy family. Now, here she was, clinging to the console of a bigger on the inside time machine, as a mad stallion in a suit worked the controls with lightning speed. Of course she had questions, and as the flew, she asked them.

"How can you travel in time? What makes it go?" she called over the ruckus.

"Oh let's take the fun and the mystery out of everything, Gale, you don't want to know, it just does," the Doctor cried back, twisting a couple levers. He pressed a button and the Tardis landed with a thud, tossing Gale to the floor. "Blimey! Don't you have to pass a test to fly this thing?"

"Yes and I failed," the Doctor called back, galloping to the door. He grabbed his long coat in passing and started to shrug it on, "I promised you one trip and one trip only, make the most of it. Outside this door," he tapped the wood, "Brave new world."

"Where are we?" she asked excitedly, grabbing her own jacket. The Doctor pulled open the door, "After you." Gale smiled and galloped down the ramp and out the door, where she promptly skid to a stop. It wasn't Hoofdon anymore, not the one she knew. Hers wasn't a very old street with tall white wooden buildings and hay roofs with earth pony foals in rags running about between the feet of the adults. Clothes lines hung between the rooftops, pegasus and earth ponies were chatting and walking in the street, only a couple unicorns were there too. Small wooden carts laden with ye olde laundry and food. Gale just stared, her jaw hanging open. The Doctor stepped out behind her, shutting the door.

"Oh my gosh," she said. "We did it, we actually did it, we traveled in time! Where are we? No, sorry, need to get used to this whole new vocab, _when _are we?"

"Mind your step!" the Doctor said, pushing her put of the way as some sort of liquid came flying down from a window above. "Sometime before the invention of toilets," he muttered. "Sorry bout that."

"I've seen worse," Gale replied nonchalantly. "But, are we safe? Like, can we move about and stuff?"

"Of course we can," he answered. "Why do you ask?"

"Well it's like, you know, in the films, you step on a butterfly and end up killing the princesses or something!"

"Just, don't step on any butterflies, what've butterflies ever done to you?" he said jokingly. He began to walk when Gale piped up again, "But what if, I don't know, I kill my grandmother or something?"

"Are you planning to?"

"No."

"Well then."

"And this is Hoofdon?" she continued as they started to walk.

"I believe so, sometime around, ooh, 2748 pre celestial era, only a few years before the Griffin's declare war," he explained, rambling a bit.

"But, hold on, are we going to be safe though, really safe?" asked Gale, glancing at him.

"I can't garuntee that," the Doctor replied. "But, just in case, walk around like you own the place, always helps with me. Besides, look around, not too different from your day. Farm workers," he pointed to a small group of earth ponies selling fruits and vegetables. "Weather controllers," two pegasus dressed in rain soaked clothes but laughing over a pint overflow cider. "Wizards," a unicorn strode past, haring a smile with Gale. "And let's not forget entertainers! Popular entertainment for the masses. And if I'm right, we are just down the river from..."

He grabbed Gale's hoof and they galloped down the street and around a corner where a massive theater sat in the distance. The Doctor's smile got even bigger, "Oh yes! The Globe Theater! (Why mess with a classic?) Brand new, and, technically, it's not a globe, it's a tetradecagon. containing, the stallion himself."

"No," Gale's jaw dropped again. "Starswirl the bearded is in there?"

"Oh yeah," the Doctor said with a smile. "Miss Nightengale, would you like to accompany me to a show?"

"Mr. Turner I would love to," she replied, he took her hoof again and they strode off towards the theater.

"When you get home, you can tell everypony you've met Starswirl."

"Yeah, and then I could get sectioned!"

* * *

Inside the Globe, you could hear the applause for miles around as the play culminated. The mares performing began to bow for the audience, Nightengale stomped her hooves wildly from her seat in the "plainfolks" area, the Doctor next to her doing the same.

"That was brilliant!" she called over the chaos. "Almost worth putting up with the smell. And those are unicorns dressed as earth ponies and Pegasi yeah?"

"Hoofdon never changes!" The Doctor called back.

"But I want to see Starswirl! Where is he? Author! Author!" She called out. "Wait, do ponies say that?"

"Author!" a mare next to her cried. The ponies all around them began to take up the chant, crying for Starswirl to come onto the stage.

"Well, they do know." The large ornate doors upstage middle opened up and Starswirl the Bearded strode out onstage. He looked different than the portraits and drawings depicted him, his beard was only to midway down his chest and still had streaks of gold in it, he wasn't wearing that legendary blue coat and hat with the bells, just a fancy light blue suit. Starswirl smiled as the applause in the theater reached a concussion of sound, waving to members of the audience. But, one mare in an upper box, dressed in a beautiful dress, was not clapping. Lillith watched the writer silently, slowly pulling up a rough doll version of Starswirl with a lock of silver-gold hair on its head.

"He's a genius," the Doctor explained excitedly, "_the_ genius. The most equine pony there has ever been, and now we're going to hear him speak! He always uses the best words, new beautiful brilliant words." Starswirl looked out on the crowd with a smirk, "Aw shut your big fat mouths!" The Doctor's smile dropped, "oh, well."

"You should never meet your heros," Gale commented.

"You've got excellent tastes, I'll give you that," called Starswirl as the applause began to die down. "But, that ending, 'Friendships Lost' it just stops! Will the team ever be reunited? Will the Changelings forever control our world? Well don't get your tail in a twist, all in good time, you can't rush a genius." He bowed dramatically, the suddenly straightened up with a wild and blank look in his eyes. "When?" asked the great magician, "Tomorrow night! A sequel no less, and I shall call it, 'Friendships Won!'" With that, the wild applause continued. The doctor and Gale looked at eachother, equally puzzled.

Soon, ponies were shuffling out the one entrance toward their homes to rest, it was almost midnight. The crowd pulled the time travellers with them, "I'm no expert, but I've never heard of 'Friendships Won'," Gale commented as they left.

"Exactly, the lost play," the Doctor explained. "It's on his list of plays but never shows up. And nopony knows why."

"Hold on, do you have like a camera or something?" asked Gale, "we could tape it. Get back home and sell it, we'd make quite a bit of money." The Doctor shot her a look, "Sorry, that would be bad, wouldn't it?"

"Yeah."

"Well, how come it disappeared in the first place?"

"I don't know," he admitted, then sighed. "Well, I was only going to give one trip in the Tardis, but I suppose we could stay a bit longer." Nightengale smiled, the fun began when they started investigating didn't it?

* * *

"'Ere you go Swirl, enough cider in 'ere to flood the castle!" said the earth pony innkeeper as she slid a platter of mugs off her back onto Starswirl's desk.

"Cotton Dolly you've saved my life," Starswirl complimented, levitating a mug off the platter for himself. The mare and stallion actors from his play, also helpi him with it, took the other two mugs as well. Dolly took the tray back, "Anythin' else you fellas need, just holler." She turned towards the door, tray on her back and called to the fellow earth mare maid who was scrubbing away in a corner: "And you, finish up! We can't 'ave you disturbing these ponies while they work."

Lillith looked up at Dolly innocently, "Yes ma'am."

"You must be mad, 'Friendships Won', you're not even finished!" Protested the stallion.

"I'll have it finished tomorrow I promise, just working on the final scene," Starswirl explained, taking a swig. As Dolly turned to leave, a stallion stepped into the doorway and he knocked on the doorframe, the Doctor smiled widely, "Oh hello there, hope we're not interrupting, Mr. Starswirl I presume?"

"No no no!" groaned the playwright, setting his cider down and glaring at the newcomer, "Who let you in? No autographs, you you can't have yourself sketched with me now be a good colt and shove-" he trailed off as he spotted Nightengale, watching from over the Doctor's shoulder. "Oh nanny nonny, come sit right down here young miss. You two," he turned to his stage hooves, "get to work on those costumes and hand out what we've got of the script."

"Come along then, I think Starswirl has found his new muse," Dolly called. The assistants stood and left, Gale and the Doctor took their place. Starswirl flashed Gale a curious smile, "Sweet mare, what unusual clothes, so, colorful."

"Oh, yes, verily," Gale replied awkwardly. The Doctor glanced at her, "No, don't do that." He pulled a small black wallet from his suit pocket and flashed it for Starswirl to see, "I'm Sir Doctor of Tardis and this is my companion Miss Nightengale."

Starswirl glanced at it, "Interesting, that bit of paper, it's blank." The Doctor smiled again, "That proves it, absolute genius."

"No, but wait, it says it right there, 'Sir Doctor and Miss Nightengale," she said, pointing at the paper.

"And I say, it's blank," replied Starswirl. The Doctor looked from his companion to the play writer.

"It's, psychic paper, long story, oh I hate starting from scratch," he said, trying to explain and giving up.

"Psychic?" repeated Starswirl. "Never heard that before, and words of my trade. Who are you exactly? And more to the point, who is your gorgeous magic mare?"

"Wha-excuse me?" gasped Gale, shocked.

"Oh? Is that not an appropriate term for a unicorn of noble blood? A mare of specters and stars? One of mystery and power?" he continued.

"I cante believe I'm hearing this!" said Gale, torn between laughter and exasperation. The Doctor groaned, "Gah, it's political correctness gone mad. See, Gale is from a far off kingdom, Freedonia." Before anypony could continue, there was a thundering of hooves as a well dressed and well fed pegasus mare shoved her way into the room, fuming.

"Excuse me! Hold on a moment! This is abominable behavior! A new play with no notice?" she demanded, furious. "I demand to see a script Mister Starswirl. As Mistress of the Theater, all new plays must be registered with me before it can be performed!"

"I haven't finished it Written, but I'll send it round first thing tomorrow morning," Starswirl promised. Written Script slammed a hoof into the wood floor, "I do not work to your schedule, you work to mine. The script, now!"

"I, can't," Starswirl repeated.

"Then tomorrow's performance is canceled, I am returning to my office for a _banning_ order. If it is that last thing I do, 'Friendships Won' will never be performed!" Script stormed out of inn, Starswirl sighed and rubbed his eyes tiredly. As Script was making her dramatic exit from the building, she ran right into Lillith, who squeaked in surprise.

"Sorry ma'am, begging your pardon ma'am, mind you don't hurt that pretty head of yours," in a swift motion, she reached up and pat Script's mane. Script glared at her, "Unruly mare!" then whispered, "I'll be back later." Then left. Lillith smiled to herself, pulling a small pair of scissors from her pocket, a piece of Script's mane clasped between the blades. She galloped back upstairs and dashed behind a wall of barrels. She pulled out the doll, the one meant for Starswirl, but they needed it now.

"Oh my mothers," she whispered, tying on the new hair, "Somepony seeks to stop the performance tomorrow." From their hideout blocks away, she heard Mother Bloodtide's screeching reply, "_But it must be tomorrow!_"

"_'Frienships Won' must be performed!" _cried Doomtouch.

"Fear not," replied Lillith, finally finishing the hair, (it's difficult with hooves!) "Chant with me. Water dampens fiercest flame."

"_Drowns out colts and mares the same," _her mothers cried. Lillith shoved the doll into a bucket of water, bubbles began rising from its head, as if it were breathing. In the courtyard bellow, Script gasped. She coughing, spitting out, no, gushing water every time she tried to breath. She clawed at her throat, desperate for air.

* * *

"Well, 'Friendships Won', that's one mystery done, thought it'd be a bit more-" Gale was cut off by a scream from the courtyard. The Doctor jumped to his hooves and raced out of the room, abandoning his long coat. Gale quickly followed and so did Starswirl, a bit slower. Ponies were gathering, watching the choking mare.

"It's that Script mare," Gael exclaimed.

"What's wrong with him?" muttered the Time-Pony. He dashed towards her, "Leave it to me! I'm a doctor!"

"So am I," shouted Gale following to Script's side, "near enough."

* * *

"_And now comes the vital part, stop the flesh-"_

"Stop the heart," finished Lillith, stabbing a wooden stick into the doll.

* * *

Script coughed once more, her eyes rolling back into her head as she fell limp onto the straw covered ground. Gale knelt next to her, "C'mon Script, stay with me, your going to be alright." She used her magic to open the theater owner's mouth, when more water came gushing out. "What the hell?!" The Doctor knelt down too, pressing his ears to Script's chest.

"I've never seen a death like it, her lungs are full of water like she drowned, but on dry land," he muttered to himself sitting back up. He met Gale's eyes, "And then, a blow to her heart, like an invisible blow." Ponies were beginning to crowd round, whispering and murmuring. The Doctor got to his hooves and turned to Cotton Dolly, "Good mistress, this mare has died from a sudden unbalance of the humors, completely natural if unfortunate causes. Call a constable and have her removed please."

"I'll do it!" called Lillith, smiling to herself as she trotted away. The Doctor knelt down again, "Why'd you say that?" asked Gale, curious.

"These ponies still are very wary of eachother, if I tell them what really happened, they'll likely accuse you or somepony else of dark magic," he explained quietly.

"So, what was it then?"

"Dark magic."

* * *

More dark magic was at work in the town. The three witches, Lillith had returned, were finishing a potion they intended for Starswirl. Doomtouch handed it to Lillith, "The potion is prepared, take it. Magic words for the playwright's fevered mind."

"Starswirl will release us," Bloodtide hissed, "the mind of a genius will unlock a bloodbath."

"Tonight, the work is done," Lillith mused, looking at her mothers. "A muse to pen 'Friendships Won'!"

* * *

Later, Starswirl, Nightengale, and the Doctor returned to his room. No sooner had they entered than Cotton Dolly appeared in the doorway. "I got you a room Sir Doctor, you and Miss Gale are just across the landing."

"Poor Script," Starswirl muttered. "So many strange events, not least of all, this land of Freedonia where even earth ponies can be doctors?" (Confused? I imagined in Equestria, the whole gender equality is flipped for species)

"Where anypony can do as they like," she said proudly.

"I see," he said back, then looked at the Doctor. "Sir Doctor, how can a colt so young have eyes so old?"

"I do a lot of reading," the Time-Pony replied cooly, flashing a wink.

"A trite reply, that's what I'd say," Starswirl said with a smirk. "And you? You look like you're surprised he even exists."

"I think we should say goodnight," Gale said hurriedly, turning and trotting towards her room. Starswirl sat down at his desk, "I must work, I've a play to complete. But I will get my answers tomorrow Doctor, and I'll find out more about you and this constant performance of yours."

"'All the world's a stage'," the Doctor said, quoting on of his future works.

"I might use that," the writer said. The Doctor smiled, "Nighty night Starswirl." Then turned, and left the room, grabbing his coat and bringing it with him. He trotted down the hallway, hooves tapping on the wood floor, and into the room Dolly had prepped for him and Gale. It had one intricately carved bed, a wooden cabinet and chest, with a bench under the window. Gale was hanging her coat in the cabinet. Hey, she had a little flower tattoo on her shoulder, interesting. She turned and looked at him holding a candle in her magic, "Nit exactly five horseshoes is it? I didn't even pack a toothbrush."

The Doctor tossed his coat aside as she said this, "Oh! Hold on," he reached a hoof into his pocket and pulled out a small pink toothbrush then tossed it to her, "Infused with Zebrian Spearmint." She caught the toothbrush in her magic, and it joined her jacket in the cabinet. The foalish Time-Pony jumped onto the bed, bouncing once then landing on his back. Gale glance at him, then at her candle, "Soooo, who's going where?"

"We can manage," the Doctor replied, "C'mon." She looked at the candle again, floating in her magic, "Well then, black magic, mages, seems all a bit like a story to me."

"Just wait till you read 'A World Without'," the Doctor said excitedly. "Oh, I loved it."

"But, black magic, is that really what's going on?" Nightengale asked nervously, setting the candle aside.

"Course not!"

"Oh give me a break, I only just started time travelling, I can't know everything."

"It looks like black magic, but it isn't. It _can't _be. Are you going to stand there all night?" Gale sighed, sitting down on the edge of the bed, "Move over a bit then. Not much room, two of us, same bed." She lie down next to him on her back, the Doctor was doing the same. "Ponies may talk."

"There is such a thing as psychic energy," he continued, "but a pegasus couldn't channel it like that. Not without a generator the size of the Globe Theater itself. And I _think _we'd have seen it by now. No, I think I'm missing something, Gale. Something really close, it's staring me in the face but I don't know what it is. Roseluck would know. My friend, she'd say the right thing. Still, can't be helped, your just a novice. I'll take you back tomorrow."

Gale had to bite her tounge not to say something about getting over his old marefriend or how she was not a _novice_, but she saw how much it had hurt him to talk about her so she didn't say anything. "Great!" she replied sarcastically, rolling over and frustratedly blowing out the candle.

* * *

With only the bright light of the moon for him to see by, Starswirl tiredly worked to finish his story. He began to nod off, but shook it off and kept going. He didn't notice, however, when the large window behind him began to ease open. Outside, Lillith was crouching on the roof in a black shroud, a green frothing potion on a string around her neck. She took the bottle and unplugged the cap, sitting it on the window frame. Light green gas began pouring out, Lillith blew it towards Starswirl.

The smoke wrapped around his head and the moment he breathed it in, _thud._ He collapsed like a puppet with the strings cut. Lillith crept into the room, holding a puppet of her own in her teeth that looked like the crude doll version of him she had had at the performance. She whispered, with perfect clarity, "Bind the pony and take mind, write the play and make it mine." She lifted the doll, and in sync, Starswirl sat straight up, eyes blank.

Lillith jiggled the doll a certain way, making it's head bob. Starswirl did the same only less, his horn moving as his quill scratched the last words onto the page. Lillith smiled and let it go limp, Starswirl collapsing again. She reached forwards and stroked the writer's mane, then took her doll and tucked it safely away in her cloak.

"Star? I finished up, anything else I can- oh, hello, who're you then missy?" asked Cotton Dolly from the doorway, broom clutched protectively in one hoof. Lillith whipped around, her face transformed into the gruesome hag that was her real face. She approached Dolly, snarling, and snatched the broom, "I shall take that to aid my flight, and you shall speak no more this night."

* * *

The Doctor stared up at the ceiling of his and Gale's room. She was dead asleep beside him, he wished he could sleep. But, alas, the lack of a need for it left his mind awhirl with thoughts he did not want. But, a scream tore through the night, snapping him out. He leaped off the bed and onto his hooves, galloping out of the room as fast as he could go. Gale woke seconds after, following him blindly, still groggy with sleep. They raced towards Starswirl's room and burst in the door. Dolly was collapsed by the door and Starswirl asleep at his desk, but he jerked awake when they entered.

"Wha's goin on?" he asked blearily. The Doctor rushed to Dolly's side, checking her over.

"Her heart gave out," he reported grimly, "like she died of fright." Gale heard something, evil laughter, and rushed to the window. Only to see the silhouette of a cloaked pony on a broom racing away in the moonlight.

"Doctor?" she asked wearily.

"What?" he asked, galloping to her side, "What'd you see?"

"A witch," Nightengale replied, dumbstruck.

* * *

When the sun finally rose the next morning, Gale and the Doctor rejoined Starswirl in his room. The writer rubbed his forehead tiredly with both hooves, "Poor Dolly, she sat through three spouts of the cutie pox while the rest of us ran like rats. She had such spirit, what could've scared her so?"

"Fear, fear of the fading light," quoted the Doctor.

"Hmm, I might use that."

"You can't, it's somepony else's."

"But the thing is, Script drowned on dry land," Gale interupted, "and Dolly died of fright. They were not connected to you."

"Are you accusing me of this witchcraft?" demanded Starswirl.

"No!" replied Gale. "But, last night I saw a witch, big as you like, flying away from here on a bloody broomstick. And you've written about witches."

"Really? When?" The Doctor put a hoof on his companion's shoulder, "No, not yet."

"Marble Column spoke of witches," Starswirl said, thinking aloud.

"Marble Column?" repeated the Doctor.

"The architect who designed the Globe, why?"

"The architect, the architect!" the Doctor cried, grabbing his coat and galloping towards the door in a whirlwind "The Globe! Come on!" No sooner had the words left his mouth than there was a puff of magic, and the Doctor found himself standing in the center of the Globe. He looked at. Gale and Starswirl, who were on the stage. Starswirl's horn was glowing from the excess energy of a triple teleport. "Did you ju- but we were- and you are- never mind," the Doctor stammered, then sighed in defeat.

He began to search the theater all around him, scanning every inch of the theater as best he could. "Those columns there? Fourteen sides. I've always wondered but never asked." He turned back to Starswirl, "Why fourteen?"

"It was the design Marble thought best, said it carried the sound well," Starswirl explained nonchalantly.

"Fourteen, why does that ring a bell? Fourteen?" the Doctor ran a hoof through his mane as he looked around.

"There are fourteen lines in a sonnet," Gale suggested. He looked up at her, "So there is, good point, words and numbers following the same design. Ooh, fourteen sides, fourteen lines, fourteen shapes, oh my head!" The Doctor continued his rambling as he spun around.

"But it's just the theater," Starswirl said. The Time-Pony looked at the writer, trotting over to the stage, "Oh but a theater's magic isn't it? You should know, stand on this stage, with the right words and the right feel, you could make ponies cry. Or make them laugh. Or change them. You could change ponies' minds with words in this place."

"It's like your police box!" Gale exclaimed. "Small little box with all that magic packed inside!" The Doctor smiled at her, "Oh Nightengale I like you. Tell you what, Marble Column would know. Can I talk to him?"

"You get much out of him," Starswirl replied. "Make month after he finished this place, he lost his mind."

"What happened?" Gale asked curiously.

"Starting raving about witches, voices in his head, his mind was addled."

"Where is he now?"

"Blackbox," Starswirl said grimly.

"Blackbox?" repeated the Doctor.

"Blackbox asylum, the madhouse." (I stole Blackbox! Another author created it and his was a prison for ponies with dangerous cutie marks, search it! And, you, author of it are reading this, I just borrowed the name.)

"Right! We're going there right now, and not with magic!" the Doctor shouted, turning on his heel and trotted towards the door. Gale hopped off the stage and followed.

"Hold on! I'm coming to witness this first hoof!" Starswirl cried, jumping off the stage and going too. His assistants from the night before came trotting in the door as he went past. Starswirl stopped and turned to them, levitating a bundle of papers from his suit pocket, "Here's the final scene, copy it, hand it out, memorize it. And remember Spokes, project, make yourself look good, you never know, Princess Platinum might show up." His assistants nodded taking the script, Starswirl turned and followed his friends muttering, "As if, she never does."

He galloped hard, catching up to Gale and the Doctor. He called to her as he caught up and trotted along side her, "So, tell me about this Freedonia, where earth ponies can be doctors, actors, and writers?"

"This country's governed by two earth ponies," Gale retorted, meaning Chancellor Puddinghead and Smart Cookie.

"They are royalty, that's not our business, but I must say you are a royal beauty," the writer said with a smirk. Gale stopped and stared at him, "Whoa Starry, I know for a fact you have a wife in country."

"But Gale, this is town," he replied flirtatiously. The Doctor rolled his yes and galloped back over to them, "_Come, on!_ We can all have a good flirt later!"

"Is that a promise Doctor?" The Time-Pony's jaw dropped a little, "Oh, fifty two academics just punched the air now come on!"

* * *

The mare and stallion that Starswirl had handed his scripts to were looking them over, the mare, Spotlight, grimaced. "'Friendships Won', I never think much of sequels. Never as good as the original."

"Have you seen this last bit?" asked the stallion, Curtain Call, concerned. "He must've been nodding off when he wrote it!"

"Isn't that what most of his writing seems like?" asked Spotlight, checking the part. She smiled and got to her hooves, holding the script in her teeth. "Ah well, it ish mah part. Centah stage," she pulled out the script and began to read. "The light of shamdock's hollow moon doth shine out upon a point in space betwixt Dravidian shores-" she was cut off by a brisk cold wind that made her and Curtain Call shiver. But, she continued, "Drividian shores linear five nine three oh one six."

* * *

Mother Bloodtide whirled towards their bubbling cauldron, "Somepny stirs the ether, too soon! Too soon!" Lillith looked at her mother, doll in hoof, and smiled.

"Fear not dear mothers, this is only a glimpse of what is to come this night." The witches smiled grimly, enjoying the thought of "what is to come."

* * *

"And strikes the fulsome grove of Rexel four!" Spotlight cried, as the wind reached a frigid crescendo. A large cloud of red smoke appeared in front of the stage, in it, appeared a skeletal bird like creature with claws and a long twisted beak, or maybe nose. It was floating there in its black cloak, looking at the actors.

"By the moon, it's a spirit," Curtain Call gasped, eyes wide with fright. They stared at it, it stared at them. Suddenly, with and ear piercing shriek it dove at them, dissolving moment before it could lay a claw on them. Spotlight looked at Curtain Call, "We shall never speak of this again, lest somepony thinks us mad and locks us in Blackbox too."

* * *

The sounds of an asylum, even an equestrian one, which are relatively small, was torture to the ears. A mix of sobbing, screaming, and unintelligible babbling from the few patients was nerve wracking. The keeper smacked one of the cages, where a teenage mare was screaming for freedom, to try and quiet her down as he led the Doctor, Nightengale, and Starswirl towards Marble Column's cell.

"Do m'lords and ladies wished to be entertained?" the burly earth pony said, brandishing his whip. "I'd whip these mad mares, they put on a great show. Mad dogs in Blackbox."

"We do not," the Doctor snapped, knowing his friends would most certainly not like it. They reached a corner and the keeper motioned for them to stop, "Wait 'ere, I'll go make sure he's, decent." He turned and trotted away. Gale turned and glared at Starswirl, "This is what you call a hospital? Where ponies are whipped to _entertain_ the gentry? And you put your _friend_ in here?"

"Oh everything is so different in Freedonia," snapped Starswirl.

"But you're clever, do you honestly think this place does any good?"

"I've been mad," the writer growled. "I've lost my mind, fear of this place set me straight again. It serves it's purpose."

"Mad? In what way?"

"You lost your apprentice," the Doctor supplied, leaning against the bars of another cell.

"My best friend, my only friend," Starswirl said somberly. "The Cutie Pox took her, I watched as she danced to death because of those extra marks."

"I-I didn't know," stammered Gale, she felt really guilty now. "I'm sorry."

"It made me question everything," he continued, "the futility of this fleeting life. To be or not to be, oh, that's quite good."

"You should write that down," the Doctor suggested, remembering his favorite of Starswirl's works.

"Nah, bit pretentious." There was a whistle as the keeper returned, "This way m'lords, and lady." They followed him round the corner where he held open one cell door. Inside, a black pony with white speckles was huddled in a corner, wearing nothing but a pair of dirty rags on his head and a petrified look of fear.

"They can be dangerous, don't know their own strength," the keeper explained.

"I think it helps if you don't whip them," the Doctor snapped back, adding and extra glare at the keeper when he left. They entered the cell, the large metal door swinging shut, and locking, behind.

"Marble?" asked the Doctor gently, slowly walking towards the stallion. "Marble Column?"

"He's the same as he was, you'll get nothing out of him," Starswirl piped. The Tomeony glanced at him, then looked back at Marble. "Marble? Can you hear me?" He put a hoof on the mad Pony's shoulder, slowly getting him to look up.

* * *

Lillith clutched her head in pain, wincing. "What is this? I must see!" She dashed to the cauldron, Doomtouch and Bloodtide by her side. They gazed into the bubbling green liquid, scurrying a young, chestnut colored stallion with old brown eyes.

"The stranger, he was with Starswirl. I thought he smelt of something new," hissed Lillith.

"Now he visits the mad house, the architect," rasped Doomtouch angrily.

* * *

"I'm the Doctor," he said quietly, kneeling down next to Marble, who was still watching with wide eyes. Gently, he put both hooves on the madpony's shoulders and pressed their foreheads together. "Go back, into the past. One year ago, let your mind go back. Back to when everything was fine and shining. All that has happened in this past year happened to somepony else, it's just a story. A fable. Let go." Marble began to relax, his eyes still wide with fright, but he was no longer petrified by what had been holding him before.

The Doctor moved away, keeping his eyes contact with Marble, "Marble, tell me the story about the witches."

* * *

"Who is this Doctor? Why does he come in our time of glory? Doomtouch, transport yourself, doom the Doctor. Doom his heart."

* * *

Marble's eyes darted around the cell as he spoke, not fully aware of his surroundings. But, despite this, he spoke.

"Witches, they spoke to Marble," he said quietly. "In the night, they whispered to Marble, whisper. Got Marble to build the Globe to their design, _their_ design. Heh, heh ha ha!" He laughed a little hysterically for a moment, before continuing. "Then, when the work was done, they, they snapped miserable Marble's wits," he said, looking at the Doctor innocently.

"Where are they Marble? Where are the witches? Tell me, please."

"Eclipse road."

"Too many words," hissed a voice behind them. Gale yelped in surprise, the Doctor leaped to his hooves, backing away from the hag of a mare that had appeared near him and Marble.

"What the hell?" cried Nightengale.

"One touch," the witch hissed, "one touch to the heart."

"NO!" The witch laid a hoof on Marble's chest, he screamed, then collapsed completely, dead. She looked to them, smiling, revealing sharp fangs for teeth.

"Witch! I'm seeing a witch!" cried Starswirl, a mix of fascination and fear.

"Who will be next hm?" asked the witch. "Just one touch and I'll stop your frantic hearts, poor fragile mortals."

"Somepony! You've got to let us out!" Gale cried, backing away as far as she could.

"That won't work, the whole building's screaming that," the Doctor remarked, also backing away.

"Who will die first?"

"Weeeeelll, if you're looking for volunteers," the Time-Pony said, stepped ing forwards.

"No don't!" cried Gale.

"Can you stop her Doctor?" asked Starswirl.

"No mortal has power over _me_," she hissed.

"But there is power in words," the Doctor said. "If I can find the right ones, if I can just know you."

"No pony of Gaia knows of us!"

"Then it's a good thing I'm here. Now, equinoid females who use shapes and words to channel magic ha! That's it! Fourteen!" he cried triumphantly. "The fourteen stars of the Rexel planetary configuration!" He pointed his hoof at the witch, now quite frustrated, and with a confident smirk said, "Creature I name thee, Carrionite!" She screamed as he spoke her name, dissolving into thin air. There was silence for a moment.

"What did you do to her?" asked Gale.

"I named her," he explained. "That's old magic." The unicorns smiled, but then Gale frowned again. "But, if they're earth ponies, how can they control magic like this?"

"Well, you lot use yourselves to channel it," the Doctor said. "Given the right thoughts and patterns, you can even change your biology. Carrionites use words instead."

"Use them for what?" asked Shakesphere. The Doctor looked at them, hesitating, "The end of the world."

* * *

"The Carrionites disappeared in the beginning of time, nopony was sure if they were real or legend," the Doctor explained as Starswirl readied himself for the performance. They had returned to his room at the inn. Gale had taken a seat in one of the chairs by the desk, the Doctor had removed his over coat and was leaning against the desk, both watched as Starswirl dressed in a newer, cleaner, suit than the one they'd been running around all day in.

"I'm going for real," he said, wiping his muzzle once more with a wet rag.

"But what do they want?" asked Gale.

"Oh, a new empire? One of blood and bones and witchcraft," the Time-Pony replied.

"And how will they do that?"

"I'm looking at the pony with the words." Starswirl looked at them in partial shock, "Me? But I've done nothing."

"Hold on, what were you doing the night the Carrionite was in your room?" asked Nightengale.

"Finishing the play," he replied.

"What happened on the last page?" asked the Doctor.

"The boys get the girls, they all have abit of a dance, but the funny thing is, those last few lines, I don't actually remember writing them."

"That's it, they _used _you," the Doctor said, smiling despite himself. "They gave you the final words, like a spell, like a code. 'Friendships Won', it's a weapon. The right words spoken in the right place, with the shape of the globe as an energy converter! 'The play's the thing'! And yes you can use that." But they were running out of time, with the play starting at the theater just down the road, they were on the wire.

Starswirl pulled out a map he had of the small city, rolling it on the desk with his magic. The Doctor scanned the map with lightning speed, spotting Eclipse Road instantly. "There it is Gale, we'll track them down. Starswirl, you get to the Globe and stop that play. Do whatever you have to just stop it."

"I'll do it," Starswirl confirmed, pulling on his suit jacket. "For years I've been the cleverest stallion around, but compared to you I know nothing."

"Oi, don't complain," Gale said with a smirk.

"I'm not, it's marvelous. Good luck Doctor."

"And you Starswirl, 'once more unto the breach'!" With that, the time travellers raced towards the door, Starswirl calling after them, "Hey! That's one of mine!"

* * *

From an upper box at the Globe theater, hidden from most, Bloodtide and Doomtouch watched the play with interest. In her hooves, Doomtouch held a glowing green crystal ball with a view of strange figures flying around impatiently.

"Patience sisters," the witch warned. "Patience." They turned their attention back to the stage. The doors at the back flew open and Starswirl galloped onto the stage. "Stop the play!" The crowd groaned and shouted angrily, but he continued. "I'm sorry everypony, you will be given refunds, but this play must not be performed!"

Doomtouch scowled, but Bloodtide smiled. "Do not worry, i have the doll!" She held up Starswirl's voodoo doll, the smacked it on the head. Starswirl collapsed on stage as she did, completely unconscious.

"Somepony get him off the stage!" hissed one of the actors. Two of them picked him up and began to drag him off the stage. Curtain Call stepped forward in his clown costume, "Please forgive our irksome Swirl, he's been feeling ill and 'bout to hurl!" The crowd laughed, to the relief of the performers. Curtain Call did a little jig before returning to his place on stage.

* * *

Nightengale and the Doctor didn't have to gallop far to reach Eclipse road. They skidded to a halt, looking both ways.

"Eclipse road, but which house?" the Doctor asked aloud, frustrated.

"But, i know for a fact the world doesn't end in 2748," Gale interrupted. "Look at me I'm living proof!"He looked at her, "OH, how to explain the mechanics of the infinite temporal flux? Ah! I know, 'Dash to the Future'!"

"The radio play?"

"No, the book, yes the radio play! Lightning Fast goes back in time and changes the past."

"And then she starts to fade, oh Celestia! Am I going to fade?"

"Yes, you and the rest of the Equestrian race. it ends right now in 2748 if we don't stop it, but which house?" There was an unusually loud creak as the door to a large two story ouse swung open. "Make that, witch house?" The duo approached the house cautiously. They trotted up the staircase into the unlocked upper floor. Lillith was waiting for them.

"I take it, we are expected?" asked the Time-Pony.

"I believe death has been expecting you for a long time," Lillith said with a smile. Gale met it with a smirk of her own, stepping forward, "Right, it's my turn. I know how to do this." She pointed at the Carrionite and with a confident smile said: "Creature I name thee, Carrionite!" Lillith gasped dramatically, then chuckled. Gale looked at the Doctor, confused, "What went wrong? Was it my hoof?"

"The power of a name only works once," the witch explained coolly. "Observe, I gaze upon this mare and fail, to find a name for Nightengale." Gale's eyes rolled back into her head and she collapsed, the Doctor dropped to her side, "What've you done!"

"Sleeping, alas," Lillith replied. "Interesting, her name has less power. She seems to be out of her time somehow. And as for you, Sir Doctor," she met his eyes. "Fascinating, there is now name. Why would a stallion hide his title under such sadness? But _oh_, there is still one name that holds power."

"Naming won't work on me," he said quietly.

"But your heart grows cold," she purred. "Your past of horrid bad luck, but one small hope, a miss _Roseluck." _The Doctor's gaze hardened, he jumped to his hooves and stormed over to her, "Big mistake, because that's the name that keeps me fighting! The Carrionites vanished, where did you go?"

"The Eternals found the right word to banish us into deep darkness," Lillith replied, turning her back on him.

"What brought you back?"

"New words, new beautiful brilliant words from a mind like no other."

"Starswirl."

"His apprentice perished. The grief of a genius, grief without measure, madness enough to allow us entrance."

"How many?"

"Just the three. But the play tonight shall free the rest, we shall purge this planet of its species and the universe will return to the old ways of magic and blood," Lillith said, turning back to the Doctor and leaning in close.

"If you want to do that, you'll have to get through me," he said strongly. Behind him, Gale began slowly waking up.

"Such a shame though, my enemy does have such handsome features," Lillith mused, reaching up to stroke the Doctor's mane. He rolled his eyes, "Now that is definitely one type of magic that _won't_ work on me."

"We'll see about that," there was a small _snip!_ And she darted back, a pair os scissors in her hoof. The Doctor reached back to where she had reached, "What'd you do?"

"Little souvenir," she explained, holding up the scissors with his hair between the blades.

"Well give it back!" he reached for her, but the Carrionite spread her hooves and was pulled out the window, she hovered out there, as if standing on a cloud. The Doctor tried to follow, but stopped at the window with his hooves on the sill, "Now that's just cheating,"

"Behold Doctor, stallions to Carrionites are simply, puppets," she held up a little doll, and began wrapping the l;ock of hair around the head.

:You may call that a voodoo doll, but i call that an enchanted DNA replication module!" he cried.

"What use is your petty magic now?" she snapped, stabbing the doll with the scissor blades. The Doctor cried out in pain, he fell to the ground, just in time for Gale to see. Lillith cackled madly and flew, yes flew, off into the night. Gale scrambled to her hooves an rushed to his side, "Don't worry Doctor, I'm here, you're going to be alri- hold on a minute mister, two hearts?" He peeked open one eye, "You're making a habit of this."

He tried to jump to his hooves, but cried out again and dropped down, "I've only got one heart working! How do you ponies cope? I need you to restart it for me, hit me on the chest." Gale smacked him hard on the right side, causing him to gasp, "Other side!" She tried the other side, thankfully not warranting a painful cry. "On the back! No, left a bit!" With both hooves, she smacked him hard right on the back, he yelped, and froze for second. Then quickly leaped to his hooves, "Ah! Lovely, much better. Bada boomba! What're you sitting there for? Come on, to the Globe!"

As fast as their hooves would allow, they galloped out of the building and into the street. Weaving around other ponies quite haphazardly as they raced towards the Globe. Or, down some street.

"We're going the wrong way!" called Gale.

"No we're not!" the Doctor yelled back. But a moment later her called, "We are going the wrong way!" Somehow, after navigating through at least two extra streets, they reached a road with a view of the globe. Which had bright red lights glowing out the top. Uh oh, too late. "Stage door!" The time travelers raced into the theater, where they found Starswirl massaging his forehead and horn, both looked bruised.

"Stop the play! I think that was it, yeah I said stop the play!" the Doctor shouted.

"I hit my head," the play writer protested.

"Don't rub it, you'll go bald and need a hat." There was a loud scream from outside and the slamming of doors as the Carrionites imprisoned their audience within the theater. "I think that's our cue!" Starswirl got to his hooves and they raced on stage. The three witches cried as they entered, "Now begins, the millennium of blood!" The three of them together were raising the orb to the sky, from which a great red vortex of energy was beginning to form

Lillith looked down at the stage and hissed, "The Doctor! He lives! But too late, watch this world become a lifeless rock! The come, they come!" From the red vortex skeletal black caped creatures began flying out and spiraling into the sky, screeching and crying out. The Doctor turned to Starswirl, "Come on Starswirl! Histroy needs you!:

"But what can I do?" the writer asked.

"Reverse it!"

"How am I supposed to so that?"

"The shape of the Globe gives words magic, but you're the wordsmith, the one true genius! The only pony clever enough to do it!"

"But what words? I have none ready!"

"You're Starswirl!"

"But these Carrionites, they need such precision!"

"Trust yourself. When you're locked in your room, the words just come, don't they? Like magic. Words of the right sound, the right shape, the right rhythm. Words that last forever, that's what you do, Starswirl, you choose perfect words. Do it, improvise!" Starswirl took a deep breath and stepped forward, looking right into the vortex of monsters, "Close up this din of hateful dire decay, decomposition of your witches plot! You thieve my mind, consider me your toy, my devoted Doctor tells me I am not!"

"No! Words of power!" cried the Carrionites. hi im sarah the poop!

"Foul Carrionite specters, cease your show!" he continued, "Between the points-"

"Seven six one three nine oh!" the Doctor supplied.

"Seven six one three nine oh!" Starswirl cried. "Banished like a soldier's cuss, I say to thee-" he stopped, at a loss for words.

"Expelliarmus!" shouted Gale, making up a word, or thinking she was.

"Expelliarmus!" the Doctor repeated.

"EXPELLIARMUS!" Starswirl cried. The vortex began to revwerse, sucking the Carrionites back in, dragging them all inside the crystal ball once more.

"The deep darkness!" cried Lillith. "They are consumed!" The stage doors swung open, and hundreds of white papers came flying out.

"'Friendships Won'," the Doctor said, "There it goes." There was a bright flash of light and it was all gone Th ponies in the audience were looking around, scared, but fascinated. The somepony began clapping, soon, the whole audience was cheering.

"They think it all was special effects?" asked Gale, confused.

"Your effect is special enough," Starswirl said with a smile.

"Not your best line," Gale said. But, she took his hoof, joining the line of actors as they took a bow. The Doctor wasn't one of them however, he had gone back stage and up to the audience box where Lillith and the other Carrionies had been. On the ground lay there crystal ball, he picked it up with both hooves and examined it. He smiled a little, Lillith and bother her mothers were clawing at the glass on the inside, all looking like hags, screaming at him to set them free. Oh well, that's one souvenir that won't be on display.

* * *

The next morning, Nightengale and Starswirl were at the Globe, exchanging jokes.

"Then I say, a heart for a hart, a dear for a deer," Starswirl said, Gale just looked at him. "I don't get it."

"Alright, then give me a joke from Freedonia.'

"Okay, uh, Puddinghead walks into a cafe, and one of the waiters says: 'Hey, our delivery is here early'!" This got a laugh out of the writer, a small one but a luahg none the less. "That's brilliant, doesn't make sense, mind you, but never mind that. Come here." he put a hoof around her shoulders, making Gale blush, "I've only just met you!"

"The Doctor may never kiss you, why not entertain a stallion who will?" he asked.

"I don't know how to tell you this, oh great genius, but your breath stinks," said Gale. They were interrupted by the sound of trotting hooves as the Doctor joined them on stage, wearing this ridiculous tall blue hat and carrying a skull on his back.

"Good props back there," he complimented. "Not sure about this though, reminds me of a Sycorax."

"Sycorax," repeated Starswirl. "Nice word, I'll have that off you as well."  
"I should be on ten percent," the Doctor replied with a smile. "How's your head?"

"Still hurts."

"Here, got you this," he handed him the hat, which Starswirl did put on. "Might help a bit, and protect your eyes from the sun, although, you might want to keep it, suits you."

"What about the play?" asked Gale.

"Gone, i looked all over," the Doctor explained. "Every single copy of 'Friendhsips Won' went up in the sky."

"My lost masterpiece."

"You could write it up again," suggested Nightengale.

"Better not Starswirl, there is still power in those words."

"Oh, but I've got new ideas, perhaps it's time i wrote about teachers and their pupils, in memory of my apprentice, Clover," the writer mused. Gale's jaw dropped, "Clover?"

"That's her."

"Clover the Clever?"

"What's wrong with that?"

"Anyway," the Doctor interrupted, "time we were off. I've got a nice attic in the Tardis where those Carrionites can scream for all eternity, and I've got to take Gale back to Freedonia."

"You mean to travel on through time and space," Starswirl said.

"What?"

"You're from another world like the Carrionites," he explained. "And Gale is from the future, it's not hard to work out."

"That's, incredible, you are incredible!" the Doctor said.

"We are alike in many ways Doctor," he turned to Gale. "Nightengale, let me say goodbye to you in a new verse, a sonnet for my future mare." She blushed again, her blue coat turning bright red. "Shall I compare thee to a summer's day? Thou art-"

"Starswirl!" cried a pair of voices as Curtain Call and Spotlight cam racing in.

"You'll never believe it," Spotlight cried. "She's here! She's turned up!"

"Who?" asked Gale.

"The princess! She's here!" there was a trumpet fanfare and all eyes turned to the doorway. Princess Platinum, with a few silver streaks in her long purple mane, strode in with two pegasus soldiers following.

"Princess Platinum," the Doctor muttered, smiling. She looked up at them, and her eyes widened, "Doctor!"

"What?" he said in surprise.

"My sworn enemy!:

"What?"

"Capture him!"

"WHAT?!"

"Nevermind what, run!" cried Gale, jumping to her hooves. "Bye Starswirl!" then she and the Doctor raced out one of the side doors with a pair of angry pegasus following.

"What have you done to upset her?!" Gale asked as they ran.

"How should I know? I haven't even met her yet! That's time travel for you! But I can't wait to find out!"

_To be continued in, Gridlock..._

**ME: okay, important notice, if you are one of the following authors i need your pony OC's description so i can use them in the next episode. ROC95, CyclonOne, TwiLanes, TwilightJoltik (sorry if misspelled), and Golden Keyblade. I need them, just put the description in the review.**


	4. Episode 4, Gridlock

Doctor Whooves

_Gridlock_

**I'm going to share a secret with you guys. This episode started it all.**

**I watched it for the first time and thought: huh, I could easily change all those people in the cars into ponies. Then I remembered Time Turner, and how no one had actually done this yet. (I looked to be sure) and then, on April twenty seventh two thousand thirteen, I gave it a whirl and posted **_**Roseluck.**_** And here we are. So, enjoy!**

**"**_Salutations! This is Mango Calypso, with the traffic at ten fifteen," _a cheery voice said from the glitchy black and white television screen fitted into every hover car house in New New Manehatten. "_We've got reports of multiple stockpiles at junction fifteen._" There was a rumbling inside the car, "_And a spate of car jackings new fifth avenue. So take care now, and drive safely."_

The rumbling continued, shaking the two pony passengers about. They were both pegasus, Wonderbolts, a mare and stallion. It got even worse, sparks began to fly in their small car home. It wasn't a real house, more like a large human minivan with only driver seat and a bed/metal cot at to the back. Theirs was covered with old sports posters and trophies. But that didn't matter, something was trying to get them!

"It's getting in! Nothing will stop it now!" cried the mare, clearly panicking.

"I've notified the police, they'll be here soon," the stallion replied, wrestling with the steering stick but trying to stay calm. With his wing, he grabbed the radio and activated it, "Repeat! This is car one zero hot five, in need of urgent assistance, help us!" Instead of the kind voice of a police operator, the machine replied with subtitles: _"This is the police, thank you for your call, you have been placed on hold."_

"Please! You've got to help us!" the stallion protested.

"This is your fault, this is all your fault!" his partner cried as the shaking grew worse, "you lied to the computer! Told it we had three passengers! You told them three!"

"Repeat, urgent assistance needed, help us, please!" There was a massive crack as the back of the car was torn off. The Wonderbolt members screamed as their car really was ripped apart. And then, Mango Calypso returned to their little TV, smiling brightly. "_The temperature is a comfortable 36 degrees Celsius, the skies are a bright blue with few clouds all the way home. This is Mango Calypso, signing off, we're missing you already."_

**Dooweeooo! **

The Doctor looked up at Nightengale, he felt a little guilty. She was going home now, but he knew she didn't want to. But it was better for him to travel alone, so he wouldn't hurt anypony else. But, she looked really disappointed, sitting in the captain's chair as he piloted the Tardis. So, he cleared his throat, "I did say, one trip in the Tardis then back home. But, I suppose we could, stretch the definition a bit. One trip to the past, how about one to the future? How does that sound?"

She smiled, "No arguments from me."

"How about another planet?"

"Oh! Can we go to yours?" His voice caught for a moment, remembering his home, but he shrugged it off and said: "Nah! There's loads of other places!"

"Oh but come on though, planet of the Time-Ponies, that's got to be worth a look," Gale insisted, hopping out of her chair and trotting over to him. "What's it like?"

"It's beautiful," he said nostalgically.

"Is it like, you know, great big outer space cities, all spires and stuff?"

"I suppose it is."

"Great big cathedrals and temples?"

"Yeah."

"Lots of planets in the sky?" The Doctor knew he shouldn't be lying, that he should tell her Gallopfrey was gone, but he didn't. He started to describe his lost home as he remembered it, "The sky's a burnt orange, with the Citadel enclosed in a mighty glass dome, shining under the twin suns. Beyond the city, the mountains to on forever, slopes of deep red grass, capped with snow."

"Can we go there?" asked Nightengale hopefully. The Doctor was silent for a moment then he broke into a fake smile, "Nah! What's the fun for me? I don't want to go home! This is much better!" He started to gallop back around the console, flipping switches and such, the Tardis began to shake back and forth, "year five billion and three, planet New Gaia, second hope for the ponies of the original Gaia. We're slap bang in the middle of new new Manehatten." The shaking stopped, the Doctor ran towards the door, snagging his coat with one hoof and pulling it on. Gale climbed to her hooves and followed.

"Well, technically it's the fifteenth Manehatten since the original, so really it's new new new new new new new new new new new new new new new Manehatten," the Doctor continued, pushing open the door slightly, "most dazzling city in the world." Gale trotted out the door, really excited and got a face full of rain water in a soggy wet alleyway. "Gah! Time-Pony version of dazzling!" She used her magic to zip up her jacket as the Doctor joined her outside.

"Nah! Little rain never hurt anypony," he cried. "C'mon, let's get under cover." The galloped down the alleyway into, a street covered litter and large junks of trash. The little green buildings were made of plywood against concrete and steel walls, curtains of torn plastic blocked off one end of the street.

"This looks like regular Gaia to me," Gale remarked, "on a rainy Monday afternoon." Gale and the Doctor galloped under a steel covering, a blank computer screen waited. "Let's have a look." He pulled out the sonic and started to scan the screen, it flickered to life with grainy black and white, a mare was announcing with the New Manehatten logo by her head.

"_And driving should be clear and easy, with fifteen extra lanes open on the new Fillydelphia Expressway," _she was saying cheerfully. The screen changed to a view of a large city with flying cars zooming this way and that. The Doctor smiled and tapped the screen, "There we go! That's the view we had last time. This must be," he paused and looked around them, "the lower levels, under the base of some tower. An under city."

"You've brought me to the slums?" asked Gale.

"Much more exciting! It's all cocktails and glitter up there, this is the _real _city."

"You'd enjoy anything," she said with a smile.

"That's me," he replied with a smirk. "Oh look, the rain's stopping. Let's have a look around." He started out, but Gale didn't follow at first. "I when you said last time, was that with you and Roseluck?"

"Yeah, uh yeah it was."

"You're taking me to the same places you took her?"

"What's wrong with that?" he asked, confused.

"Nothing!" Gale replied hurriedly. Then under her breath muttered, "Ever heard the term rebound?" She trotted out from the awning, aware the Doctor was staring at her. The uncomfortable silence was broken when one of the wooden stands was opened up. A dirty, thin, grey colored earth pony looked out at them, "Well! How long ya been standing there for? Happy, you want happy!" He said this, with strange little white stickers sitting in his hooves with little green moons on them. Another stall banged open across the street from him.

"Customers!" the light blue pegasus cried, "We've got customers!"

"We're in business!" shouted another earth pony, opening her own stall. "Mum! Crack open the mellow and the read!" All three of them began shouting at once for the attention of the time travellers.

"No thanks," the Doctor said seriously. Gale stared at them in awe, "Are they selling drugs?"

"I think they're selling moods," the Doctor remarked, running a hoof through his mane.

"Isn't that the same thing?" she retorted. The attention was suddenly pulled off them as a young unicorn walked onto the street, she was dressed in a nice enough shirt, but over that wearing a dark shawl. She walked over to the earth pony mare selling the mellow stuff.

"What can I do for ya sweetheart?" she asked sweetly.

"I want to buy a forget," the mare said sadly.

"I've got that, what strength? How much you want forgettin'?"

"My mother and father, they went onto the Motorway."

"That's a shame, hold on just a moment." The shopkeeper went back and pulled a small white sticker from a drawer, she held it out to the mare, "Here, try this, forget 43. That'll be two bits."

"Wait," said the Doctor, trotting over to her as she levitated money to the shopkeeper, "your parents, what happened to them?"

"They drove off," she replied, looking at him with the patch in her magic.

"They might drive back."

"Everypony goes to the motorway in the end, I've lost them."

"But they can't have gone far, you could still find them, no don't!" She pressed the patch onto her neck before he could stop her. Her eyes were blank for a moment, then she shook it off, and _smiled_ at them. "I'm sorry, what were you saying?"

"Your parents?" the Doctor asked. "Your mother and father? They're on the Motorway?"

"They are?" she asked dreamily. "That's nice. I'm sorry, I won't keep you waiting. " and with that, she turned and walked away. Gale looked disappointed, "So, that's the Equestrian race five billion years in the future, off their heads on chemicals." The Doctor turned to say something when a door behind Gale flew open.

A pegasus and unicorn galloped out, the pegasus grabbing hold of Gale with his front two hooves, the unicorn keeping a chunky blaster aimed at the Doctor. "NO! Let her go!" the Doctor cried.

"I'm sorry, really I am but we just need three!" the unicorn protested, as she and her partner started inching back towards the door, dragging a fighting Nightengale with them.

"Whatever it is we can help but first you've got to let her go!"

"We just need three! I'm sorry!" And with that, she slammed the metal door shut and locked it. The Doctor sprinted after them, whipping out his sonic and opening the door. But they were already at the getaway car, Gale was still protesting.

"When the Doctor gets here he is so going to kill you!" she cried, "never mind him I'm gonna kill you myself!"

"Give her some sleep," the pegasus said, gripping her a bit tighter. The unicorn pulled out a sleep patch and tried to get it on Gale, "No! No! Don't you dare put that thing on me! No, don't, don't." She collapsed as the drug took effect. The unicorn looked up at her partner, together they lifted Gale into the car, van, capsule, thing, and onto the cot. The pegasus got into the drivers seat and started readying the vehicle, "Engaging anti-gravs." The unicorn shut the door and stayed by Gale.

The pegasus pulled a large switch, the car jerked and floated into the air. Just as it did, the door at the top of the stairway burst open. The Doctor galloped out and straight into the railing. As the car floated up and zoomed away he cried: "NIGHTENGALE!"

* * *

The unicorn stepped away from Gale, relieved their passenger was alright. She trotted over and sat in the other driver chair, next to the pegasus, "She's alright, she's breathing. Looks rich, must've gotten lost."

"She's worth her weight in gold to us," the pegasus replied with a smile. With his wing, he grabbed the radio and pressed the button, "Car four six five Diamond six, he have three passengers, requesting access to the fast lane." He let go of the button, and the computer replied: "_Access granted."_

"Yes!" the unicorn said happily, clapping her hooves. She wrapped one hoof around her partner as they drove off, Gale still unconscious behind them.

* * *

As soon as he was sure they weren't coming back, the Doctor turned and galloped towards the road with the pharmacists again. All the hatches were closed, he went up to the nearest one and hammered on it with a hoof. The mare who'd sold the forget patch earlier opened it up, "Ah! Thought you'd come back, want some happy?"

"Those ponies who were they? Where'd they take her?" the Doctor demanded. Across the street, the stallion vendor opened his window, "They've taken her to the Motorway."

"Looked like carjackers to me," the first vendor said.

"I'd give up now dude," the stallion said. "You won't see her again."

"He kept saying we need three, three, why three?"

"It's a fuel saving policy, you get special benefits with three passengers," the mare replied.

"The Motorway, how do I get there?"

"Straight down the alley, go all the way to the end, you can't miss it," she continued. The Doctor turned and started off, she called after him, "Tell you what, but some Happy! Then you'll be smiling love!" He turned back to look at her, then stormed back, "Word of advice, to all of you. Pack up, cash in, close down and leave."

"Why's that?"

"Because when I find her alive and well, and I _will_ _find her_ alive and well, then I'm coming back and this street is closing, _tonight!_" Then, with that the Time-Pony turned and galloped down the alley.

* * *

Nightengale's eyes were still sticky with sleep, her vision blurry. The thought crossed her mind that she had passed out after magic practice, until the steel green lit metal ceiling came into focus. She heard voices too, a mare and a stallion's, discussing the better opportunities elsewhere.

She rolled onto her side and looked towards the voices, one belonged to a yellow unicorn with, violet eyes? And a wrench for a cutie mark. The other was a stallion pegasus, with a spiky light blue mane and dark grey coat, his cutie mark was a couple of storm clouds. Both of them were wearing old jackets covered with, something.

Gale continued to try and focus, rubbing her neck, which was sore. She felt a small plastic thing under her hoof and pulled it off with magic. Immediately everything cleared up, sleep patch, foalnappers, the Doctor. She looked around quickly, spying a gun and snatching it in her magic. She aimed it at her captors, "Take me back, whoever you are, just take me back to my friend. I won't cause any trouble, just take me back."

They both looked back, surprised. The unicorn cleared her throat, "I'm sorry, that's not a real gun."

"Yeah, you would say that."

"Where would you get a gun from these days?" she asked, most desperate. "I wouldn't even know how to fire one!" Gale looked at the weapon in her magic, then set it down. "Nor me."

"What's your name?" the unicorn asked.

"Gale, Nightengale," she replied, climbing off the metal bed.

"Well I'm Sprocket and this is Thunder and I swear we're sorry. We're really really sorry. We just needed acces to the fast lane, and I swear, as soon as we arrive we'll drop you off so you can go back and find your friend."

"Seriously?"

"Absolutely, look," she pulled back her mane, revealing a small white sticker, "honesty patch."

"All the same, it's still foalnapping," Gale snapped, trotting towards the front of the vehicle. It wasn't very large, about five feet high, seven or eight feet wide, and maybe thirteen or fourteen feet long. At least one third of the width near the back was taken up by crates stacked on top of eachother full of food, another third by the cot/bed thing. "Where are we anyways?" The window in front was a nasty yellow brown color, as if it had been painted over, Gale couldn't see anything out of it.

"We're on the Motorway," Thunder said, looking at her, his hooves resting on the steering wheel.

"What's that then, fog?" asked Gale, squinting to try and see out the giant window.

"Those are exhaust fumes," Sprocket said.

"We're heading for New Ponyville, they say the air's so much cleaner out there," Thunder explained. "And we couldn't stay in Pharmacy Town because..."

"Well, because of me," Sprocket said bash fully. "I'm pregnant, we only found out last week. Scans say it's going to be a colt." Thunder took her hoof, both of them smiling. Gale looked from one to the other, "So, what am I supposed to do now? _Congratulate _my foalnappers?"

"Oh we're not foalnappers, not really," she protested.

"No? You're idiots! Having a foal and you're wearing that?" With her magic, Gale snatched the honesty patch off of Sprocket, who yelped in surprise. Gale tossed the patch away, "Not anymore."

"This'll be as fast as we can," Thunder said, waving a hoof in the air. "We'll take the Motorway out to the Hooflyn flyover and, then it's going to take a little while. Because there's only normal roads, it's slow, but direct."

"It's only ten miles," Sprocket added.

"Alright, how long is it going to take?" asked Gale.

"About six years," she replied nonchalantly. Without taking her eyes off the window, Gale blinked once, "What?"

"It'll be just in time for him to start school," Sprocket said happily taking Thunder's hoof again. Gale blinked again, shook her head, then asked: "Wait, six years? Ten miles in six years? How come?!"

* * *

The Doctor soniced open the lock as fast as he could, and when it finally clicked dopey, he pocketed the device and galloped in. The Motorway was a sight to be seen, rows upon rows upon rows of cars stretching up to the ceiling, the lines of cars went endlessly in both direction. Nothing was moving, maybe one row in the whole thing. All of it was filled with the smog, and the longer he stood out there, the harder it was to breathe. He started coughing, struggling to get air of any kind.

Just off the balcony, one of the car doors opened. A pony looked out, he was wearing a fighter pilot hat with goggles and a cloth tied across his muzzle. "Hey! You! What the hell do you think you're doing you little street strut? Get in or get out! Come on!" On instinct, the Doctor galloped forwards and climbed into the vehicle. The stallion slammed the door behind him.

Inside the car was a cheery colorful room, half blocked off with a curtain. A mare was in the passenger seat, pink-red with a curly black mane wearing a striped red sweater.

"Did you ever see the like?" asked the stallion, he had a Trottish accent. The mare handed the Doctor and oxygen mask, he slipped it over his muzzle and started to breathe out the exhaust. The stallion pulled up his goggles and pulled off his mask, revealing that he was not a pony, but an orange tabby cat pony.

"Just standing there, breathing it in!" continued the cat, "There's a story, way back, at junction twenty seven, this mare stood in the fumes for a solid twenty minutes, and by the time they'd found her, her muzzle had swollen to fifty feet!"

"Oh you're making it up!" groaned the mare.

"Fifty feet! Imagine trying to scratch an itch or something." The mare glanced back at the window and gasped, "Bran! We're moving!"

"Right, I'm on it!" The cat jumped dingo the driver's seat, put one paw on the steering wheel, and with the other, grabbed a large black and silver stick. He pulled the stick up, making the whole car jerk forward as the brake was released. But just as quick as it was released it was clamped back down, halting the vehicle's motion. "Twenty yards, we're having a good day," the cat said, leaning back in his chair. He looked back at the Doctor, "And who might you be sir? Very well dressed for a hitchhiker."

The Doctor pulled off the oxygen mask and smiled, "Thanks, sorry, hello I'm the Doctor!"

"Ah! A medical stallion," the cat said, lighting up with a smile of his own. "My name's Brannigan O'Malley, and this is the bane of my life, the lovely Ruby Shores."

"Nice to meet you," Ruby said with a smile.

"That's the rest of the family behind you," Brannigan continued, pointing at the curtain. The Doctor pulled it back, revealing a basket of colorful kittens on the bed. He smiled, picking one of the fluff balls up and petting it, "Aw, that's nice, hello. How old are they?"

"Two months," Brannigan replied, "poor souls, they've never known the ground beneath their paws." The Time-Pony looked at him, confused. "Kittens of the Motorway," Brannigan continued, saying it as if it were a common thing.

"What, they were born in here?" the Doctor asked shocked, gently he put the kitten back into the basket and turned to their parents.

"We couldn't stop," Ruby explained. "We heard there were jobs going, out in the laundries on Fire Island and, thought we'd take a chance."

"What you've been driving for _two months?_"

"Don't I look like a teenager," Brannigan said sarcastically. "We've been driving for twelve years!"

"I'm sorry?"

"Started out as newly weds, feels like yesterday."

"Feels like twelve years to me," Ruby said, staring out the window into the exhaust.

"Ah sweetheart, but you still love me don't ya?"said her husband jokingly, putting a paw on her shoulder.

"Twelve years?" repeated the Doctor. "How far have you come? Where did you start?"

"Battery park," Brannigan replied. "It's 'bout five miles back."

"You traveled _five miles_ in _twelve years?_"

"I think he's a bit slow," Brannigan said to Ruby.

"Where are you from?" asked Ruby.

"Never mind that, my friend's in one of these cars, she's been taken hostage," the Doctor said, rushing to the door. "I've got to find her, I should get back to the Tardis!" He pulled open the door, revealing just empty space and exhaust, "Too late for that! We've passed the lay by!" called Brannigan. The Doctor slid the door shut, "when's the next lay by?"

"Oh, six months?" replied the cat nonchalantly. Six, months. Well, that's not good.

* * *

Nightengale watched as the cars sped by outside, they were dropping down through the lanes of cars, towards this 'fast lane'.

"How many cars are out there." asked Gale curiously.

"I don't think anypony knows," Sprocket replied. She pulled a large biscuit (or bread roll is your are British) from a pack near her seat and offered it to Gale, "Hungry?"

"Thanks," she replied, taking the food. "How far down is this fast lane?"

"It's at the very bottom," Thunder explained. "Not many ponies can afford three passengers, so, it's empty down there. Rumor has, you can go up to fifty wing power down there!" Gale's eyes widened with fake surprise, "Wow, that's like, a lot. But, how're you supposed to live in here?" She looked around the small car, "It's tiny."

"Oh, we stocked up," Sprocket replied. "We've got self-replicating fuel, muscle stimulants for excercise, there's a chemical toilet in the back and all waste products are recycled as food." Gale paused, about to bite into the biscuit, and lowered it. She tossed it aside, "O-Kay then."

"Look! Another opening, this is brilliant," Thunder said with a smile, grabbing the radio with his wing. "Car four six five Diamond six on descent to fast lane, thank you very much!"

"_Please drive safely,_" replied the computer as they continued the drive down through the lanes.

* * *

With the sonic in his teeth, the Doctor tried his best to hack into the car's communications, using the terminal at the back. Of course, this meant he had to be laying across the bed to get to it, but it'd be worth it to figure this out. The screen flickered and changed to a police badge. He spit out the sonic and grabbed the radio, "I need to talk to the police."

"_Thank you for your call, you have been placed on hold,_" the computer replied monotonously.

"But you're the police!"

"_Thank you for your call, you have been placed on hold._" He groaned in frustration and reclipped the radio; the Doctor rolled off the bed onto his hooves, "Is there anypony else? I once met the Duke of Manehaten, anyway of getting through to him?"

"Oh, ain't you Lordy," Brannigan scoffed.

"I've got to find my friend!" the Time-Pony protested.

"You out can't make outside calls, the Motorway's completely enclosed," Ruby explained.

"What about the other cars?"

"Oh yeah, we've got contact with them, well, some of them. They have to be on your friends list," Brannigan said, pulling up the menu on the small screen beside the wheel. "Now, let's see who's nearby. Ah! The Fiction sisters!" He selected and order of numbers, 3-1-7-a-1, and a picture appeared on the monitor of two older mares, one blue, one red, both pegasus. Brannigan grabbed the radio and clicked the button, "Hello hello ladies, this is Brannigan here."

"_Get off the line Brannigan, your a pest and a menace," _one of the voices said, this was Rhyming Fiction.

"Come now sisters, is that anyway to talk to an old friend?"

"_You know full well we aren't sisters," _Rhyme replied stiffly. "_We're married."_

"Stop it with that modern talk! I'm an old fashioned cat!" joked Brannigan. "Now listen, I've got a hitchhiker here, calls himself the Doctor-"

"Hello! Sorry, um, I'm looking for somepony called Nightengale," the Doctor interupted, taking the radio. "She's been carjacked."

"_Wait a minute,_" said a new voice, Rhyme's wife, Historic Fiction. "_Might I ask, what entrance did they use?"_

_"_Where were we?" He asked Brannigan.

"Pharmacy town."

"Pharmacy town! About twenty minutes ago."

"_Just my luck to marry a car spotter," _groaned Rhyme.

_"In the last half hour, fifty three cars joined from the Pharmacy town junction," _said 'car spotter' explained.

"Anything more specific?" asked the Doctor.

"_All in good time. Was she carjacked by two ponies?"_

"Yeah, she was."

"_Ah ha! Here it is, only one of those cars was destined for the fast lane. That car was four six five Diamond six."_

"That's it! How can I find them?"

"_Now there I'm afraid I can't help you._"

"But we've got their number, we could call them on this!" the Time-Pony said hopefully.

"Not if their designated for the fast lane, that's a different class," replied Brannigan.

"_Did you try the police?"_ asked Rhyme.

"Yes, but they put me on hold."

"_You'll have to keep trying, there's nopony else."_

"Ah, thank you anyways."

* * *

"Just ten more layers to go," Thunder noted, "we are _scorching!_" He was interupted by a loud growling, or shifting metal grinding, or, something. It was just a loud and somewhat scary sound.

"What's that?" asked Nightengale nervously. "It's coming from underneath."

"It's that noise," Sprocket murmured, "like Maple said, the stories are true."

"What stories?"

"It's the sounds of the air vents," Thunder said before Sprocket could reply. "Exhaust fumes go down, so at the base of the tunnel they've got air vents."

"But the stories are so much better," she continued. "They say, ponies go missing on the Motorway. Some cars just vanish, never to be seen again, because something's living down there, in the smoke. And if you get lost on the road, it's waiting." There was silence in the car, except for the distant roar of something huge. Thunder shook it off, "But like I said, air vents. Going down."

"But look out there," Gale said, staring into the fog. "Does it look like the air vents are working?"

"No," muttered Sprocket,

"So what's that noise?" There it was again, coming from all around them. Thunder shook his head again, "Nah, foal stuff. Car four six five Diamond six, on descent."

* * *

"We've got to go down to the fast lane," said the Doctor resolutely. "Take me down."

"Not in a million years," replied Brannigan just as strong.

"But we've got three passengers now," he protested.

"I'm still not going!"

"She's alone, she's lost, she doesn't even belong on this planet and it's my fault. I'm asking you Brannigan, take me down."

"It's no and that's final," interupted Ruby. "I'm not risking the kittens down there."

"Why not?" pressed the Time-Pony. "What happens down there?"

"We're not discussing it, this conversation is closed!" she said angrily.

"So we just keep on driving?"

"Yes," said Brannigan.

"_For how long?_"

"Until the journey's end!" The Doctor groaned internally, he had to find Gale. Who knows what was going to happen to her? He reached over and took the hoof held radio, "Mrs. Fiction? This is the Doctor, tell me, how long have you been driving on the Motorway?"

"_We were some of the first,"_ Rhyme replied, "_It's been twenty three years now."_

"And, in all that time, have either of you ever seen a police car?" he asked. Ruby and Brannigan both looked back at him, their looks something like suspicion.

"_I-I'm not sure,_" History replied nervously.

"Look at your notes, any police?"

"_Not as such._"

"Or an ambulance?" the Doctor continued. "Rescue Pegasi? Anything official? _Ever?_"

_"I can't keep track of everything!" _she replied shrilly.

"What if there's nothing out there, eve-" Brannigan grabbed the mic back, "They were doing you a favor!"

"Well somepony's got to ask," the Doctor replied, "You may not want to talk about it, but it's there, in your eyes. What if the traffic jam never stops?"

"There's a whole city above us!" protested Brannigan, "The mighty city state of New Manehatten! They wouldn't leave us!"

"Then where are they eh?" he continued, his voice taking on a grave tone. "What of there's no help coming? Not ever? What if there's nothing? Just the Motorway, with the cars going round and round and round, never stopping _ever_."

"Shut up!" cried Ruby, panicked, "Just shut up!" Suddenly, Mango Claypso reappeared on the car's monitor in her flickering black and white. She smiled, "_This is Mango Calypso, and it's that time again. The sun is hovering just over the new Eternity's Sea, a perfect scene for this evening's remembrance."_ A sound began to hum through the air, the combination of music and voices, Brannigan looked back at the Doctor. "We're not alone, so long as we have each other."

"_And to those of you out on the road, we are so sorry. Drive safe._" And with those final words, the ponies of the Motorway began to sing. This wasn't like a normal pony song, it was slow and sad, but beautiful. Brannigan and Ruby sang with it, fifty layers down, Thunder and Sprocket began to sing too.

_"The sun, so long, we've missed it's shine,_

_The moon, it's glow, and starry nights, _

_The rain and wind and storms, _

_the world we left behind._

_"We want to come, back home,_

_But we're trapped down here,_

_In a world of lost ponies and dreams._

_"Yet we hope, for a day,_

_When we, can return,_

_To the world, we miss and want."_

Gale put a hoof over her mouth to keep from crying. All these ponies, poor souls lost in the metal underground. Thunder glanced back at her, before looking at the monitor again, "We made it. The fast lane." And as the last notes of the song were fading in the air, their car dropped down another level, and took off into the clear lanes.

* * *

The Doctor sighed as the song finished, "If you won't take me down, I'll go down myself." He turned and trotted to the center of the car, moving stuff aside, Brannigan and Ruby stared at him.

"What do you think our doing?" he asked confused as the Doctor pulled out his sonic. He scanned the hatch in the floor, it popped loose and he pulled it out. With the device in his teeth, the Doctor pulled off his coat and tossed it to Ruby.

"Find in' mah own way, I usually do," he looked up at her, "Ta'e care of dat. I loved dat coat, Rari'y ga'e me dat coat."

"But you can't jump!" Ruby cried.

"If ish any consholashun, Ru'y, righ now Ahm 'avin' ki'ens," he said through the screwdriver.

"This Nightengale, she must mean an awful lot to you," Brannigan noted as the Doctor crouched next to the opening.

"Hard'y know 'er," he replied. "Ah was to busy show in' off. An' Ah lie' to 'er, couldn' help it, jus' did." He paused for a second, "Well, bye den!" Another car had pulled underneath theirs, the Doctor dropped out of the opening, hanging on the edge with his forehooves then dropping down. Quickly, before he inhaled to much exhaust, he soniced a square off the roof, opening a trapdoor into the next car. He jumped inside, landing right next to the bed.

The bed had been converted to a desk, covered with bits and bobs of machines. The driver, a pegasus mare with a dark red brown mane and a lighter coat of the same color whirled around and stared at him. "Who the hell are you?!"

"Shorry, Motorway hoof pashrol," the Doctor said, sonicking the next door. "Ahm doin' a shurvey, how hash your Motorway experience been?"

"Well, I haven't been able to leave Junction Five's been closed for five years," she replied stiffly and a little sarcastically. Pop, the next hatch opened up, a car was already waiting underneath.

"Shank you, your commen's 'ave been no'ed, 'ave a nice day!" cried the Doctor, before hanging out the next opening. He landed down on the next car and opened it up, quick as before, he had to use his hooves to operate the sonic this time because he was coughing on the exhaust now. The next car had star charts and scientific notes covering the the walls. The driver, was a dark blue unicorn with an indigo mane. His passenger was a silver unicorn with a fiery orange mane. He asked them the same questions, then opened the bottom hatch and jumped through to the next car.

This one was decorated and filled with dumbells and workout sheets. A peach colored earth stallion with light brown hair was weight lifting in the driver's chair when the Doctor dropped in. There was a blue bandana on the bed, the Doctor grabbed it and asked, "Can I borrow this?" And without waiting for an answer he began to tie it around his muzzle like a bandit, "Thanks, not my color but it'll do. Thank you very much!" Next hatch, next car.

A library like car with a light green unicorn mare and a turquoise red streaked mane. A sports decorated car, home of a pair of grey griffins. A video game car with a pair of Pegasi playing on a laptop. And so on.

* * *

"Try again," urged Sprocket as their car hovered outside the turnoff. Thunder pressed the screen, trying to get access to the Hooflyn turnoff.

"_Hooflyn turn off 1, closed," _the computer replied.

"Try the next one," she begged.

"_Hooflyn turn off 2, closed,"_ it said again.

"What do we do?" cried Sprocket, beginning to panic. Thunder put a hoof on her shoulder, "We'll keep doing the loop. We'll go round once more, and by the time we get Barack, they'll be open." As soon as the words left his mouth, the car shuddered, accompanied with a growl of something huge.

"Still calling that air vents?" asked Nightengale nervously.

"What else could it be?" asked the pegasus. The car shuddered again, worse this time.

"What the hell is that?" cried Sprocket, terrified.

"It's just the hydraulics," Thunder said.

"It sounds alive," muttered Gale, listening intently.

"_Car 4-6-5-diamond-6, calling car 4-6-5-diamond-6, do you read me?!" _called a desperate mare's voice over the radio. Thunder grabbed the radio, "This is car 4-6-5-diamond-6. Who's there? Where are you?"

"_I'm about fifty yards behind,"_ the voice replied. There was a deep rumbling over the radio and the sound of sparks. "_Can you get back up? Can get back on the Motorway?"_

"We only have permission to go down," Thunder replied. "We need the Hooflyn fl-"

"_It's closed, go back up!" _she interupted, the back ground rumbling getting louder.

"We can't, we'll just go round."

"_Don't you understand? They're always closed! We're stuck down here and there's something out there in the fog! Can't you hear it?"_ A massive roar echoed around the car.

"That's the air vents," protested Thunder.

"_Celestia what are you some stupid foal? __**Get out of here**__!"_ There was a loud crack and a pair of foalish screams, this mare had fillies in her car!

"What was that?" asked Thunder, starting to panic.

"_It's got us!" _she cried frantically. "_We can't move!"_

_"_What's happening?" cried Thunder.

"What is it? What's got you?" cried Nightengale.

"_Hold on! Just drive you idiots! It's here! Get out of here n-AAAH!" _Three screams echoed over the line before it went dead.

"Hello? Are you alright?" asked Thunder nervously.

"Just drive!" cried Gale. "Do what she said and get us out of here!" The rumblings and growls were getting worse. "But where?" asked Thunder.

"Forwards, and fast!" Thunder slammed his hoof down on the accelerator and they rocketed forward, away from whatever was out there.

* * *

_"Capsule, open."_ Storytale jerked up, what the? She spun around just in time to see the Doctor dropping into her paper covered car. He pulled off the bandana, pocketed the sonic, and leaned against the wall, breathless.

"Who are you?" she asked, shocked. He looked up at her, "Sorry, Motorway hoof, patrol, whatever. Have you got any water?" The earth pony nodded, reaching behind her into a special pocket and pulling out a water bottle.

"Certainly, I'll never let it be said that I've lost my manners," she said, handing it to him. He opened it and took a large swig. The Doctor looked out the window, starting to catch his breath, "Is this the last layer?"

"We're right at the bottom," Story said, "Nothing more below us but the fast lane."

"Can we drive down?" asked the Time-Pony.

"There's only two of us."

"Couldn't we just cheat?"

"Well, I'd love to but it's an automated system, the wheel would lock!" she said, somewhat sarcastically.

"Then excuse me." He trotted back over to the center of the car, pulling the sonic back out of his suit pocket and starting to unlock the bottom hatch. "What're you doing? You can't jump it's a thousand feet till the bottom!"

"No, I just want a look," he replied, pulling open the hatch. Nothing, that's what was below them, nothing but smoke. And, little red lights, moving around in the gases. When he opened the hatch, a sound was able to enter the car completely, growling and roaring, as if those lights were part of some giant beats.

"What's that sound?" asked the Doctor, looking up at Storytale.

"I-I try not to think about it," she replied, wrapping her hooves tighter around the wheel.

"What are those lights?" he muttered. "What's down there? I need a better look!" He put the sonic in his mouth and moved over to the car's computer, right by Story. He started scanning, muttering to himself, "Dere's got tah be shome sort of ventalation, maybe if Ah could shend a pulse t'rough dis t'ing, I coul' trip da system. Give us a bit of a breeze!"

* * *

Meanwhile, forty five rows up, where Brannigan and Ruby were sitting in there car, somepony began to saw through the ceiling! Well, to be fair, it was more like blowtorching it open, but their were forcing their way into the car.

"Oh great! Just what we need, pirates!" cried Brannigan exasperated.

"I'm calling the police!" shouted Ruby. Whoever it was finished forcing open the hatch, it clattered to the ground. And then, a fellow cat looked in, her fur laced with white now, wearing a grey nun's hat, and holding a blaster of some sort. She aimed it at the driver's, "The Doctor, where is he?"

* * *

A wire here, a sonic it once more and, "That's it!" the Doctor cried, dropping the sonic and jumping to his hooves. "Might shift the fumes a little bit!" He pocketed the device and knelt next to the opening. The exhaust fumes didn't vanish entirely, but now he could see what was down there.

"What are those things?" asked Story nervously.

"They're alive," muttered the Time-Pony. Giant claws snapped up at them, massive ones capable of destroying a car in a single swipe. With it came large shelled bodies and those tiny beady red eyes.

"What the heck are those?!"

"Macra," he replied grimly.

* * *

Macra clawed and swiped at a small object flying around them, their claws banged into it and smacked it, but never caught it. And yet, they were slowly catching it. Thunder was putting the pedal to the metal, trying as hard as possible to make the car go faster. Sprocket was panicking beside him, Nightengale was trying to keep a cool head but was thoroughly scared.

"Go faster!" begged Sprocket.

"I'm at top speed!" he cried back, having to yell over the shaking and banging.

"We need to go back up!" said Gale urgently.

"_No access above_," said the computer.

"But it's an emergency!" cried Thunder.

"_Thank you for your call, you have been placed on hold,"_ said the police. Suddenly, in all the chaos, Gale got an idea.

"Turn everything off," she said.

"What?!" cried both of the drivers.

"Just listen, how're they finding us? It might be the light, sound of engines, the heat, whatever, but if we turn it all off they won't be able to find us," she explained trying to stay calm.

"What if you're wrong?" demanded Thunder.

"It can't be any worse than this now do it!" Gale cried. He sighed, but flipped a few switches and the car went dark. The sounds outside stopped, so did the rumbling, the car was motionless in mid air.

"They've stopped," whispered Sprocket.

"Yeah but they're still out there," muttered Thunder.

"How'd you think of that?" she asked Gale.

"Read it in a book, used to do it during griffin air raids, but the problem is, I can't remember what they did next," she said sheepishly.

"Well you better think of something, we've lost the air com, with out it, we won't be able to breathe," explained Thunder.

"How long have we got?"

"Eight minutes, max."

* * *

"Macra used to be the scourge of this galaxy," the Doctor explained solemnly. "Gas, they fed on gas, the filthier the better. They built up a small empire using ponies as slaves to mine gas for food."

"They don't look like empire builders to me," Storytale noted, coming over and looking down.

"That was billions of years ago, billions. They must've devolved down the years," he explained, waving his hoof for effect, "now their just beasts. But they're still hungry, and my friend's down there." _Clang!_ A loud bang came from the roof, Story and the Doctor jumped to their hooves. She groaned, "My gosh it's like New Times Square in here!"

"I've invented a sport," the Doctor joked as somepony in a large white gown dropped in, it was the cat who'd ambushed Brannigan and Ruby. She got to her paws and smiled at the Doctor, "Doctor, you are a hard stallion to find."

"No guns! I'm not letting guns in my car," Story snapped.

"I only brought this in case of pirates," the orange white tabby cat replied. "Doctor, you've got to come with me."

"Do I know you?" asked the Time-Pony.

"You haven't aged a day," she muttered. "Time has been less kind to me." He put a hoof under her chin, taking a good look at her. "Novice Hame!" Hame smiled, glad to be rocognized after so long. "No, hold on, get off, last time we met you were breeding ponies for experiments."

"I've sought forgiveness," she said happily. "For so many years, under his guidance. And if you come with me I might be able to finally redeem myself."

"I'm not going anywhere," he replied strongly. "You've got Macra living beneath the city! Macra! And if my friend is still alive she's trapped down there."

"You've got to come with me right now," growled Hame.

"No no no, you're coming with me, we've got three passengers now!"

"I'm sorry Doctor," Hame replied, grabbing his hoof, "but the situation is even worse than you can imagine. Transport!" She pressed a button on a device around her paw, the Doctor's eyes widened in suprise, "No no wait!" And they vanished in a flash of blue.

Storytale just stood there, staring at where they had been. What the heck was that all about?

* * *

The Doctor picked himself off the floor, "Rough teleport." Hame also got to her paws, all around them looked destroyed, or at least partially collapsed. But it was dark, all except for the light of the sun shining through a window. The Doctor turned to Hame, "You can go straight back down there and start teleporting ponies out of there. Starting with Nightengale."

"I only had power for one trip," she snapped back, dusting her robes off.

"Then get some more!" he cried. "Where are we?"

"High above, in the over city," she said, her voice taking on a solemn tone.

"Good, because you can tell the senate of New Manehatten that I'd like a word," the Doctor said angrily. "They've got hundreds of ponies trapped down there, millions!"

"But you're inside the Senate right now," said Hame, pressing a button on her wrist device. "May the Goddess Santori bless them." The windows opened a bit more, revealing a senate populated by skeletons. Pony skeletons, griffin skeletons, even a small dragon's, but that wasn't the point, they were all dead. And, as if sensing the Doctor wanted to know what had happened, Hame said: "They all died, Doctor. The city died."

"How long has it been like this?"

"Twenty four years," the cat replied.

"All of them? Everypony? What happened?"

"A new chemical, a new mood," she said solemnly, walking over to a skeleton on the ground. Of it's neck, she pulled off the white sticker, "They called it Bliss. Everypony tried it, they couldn't stop. A virus mutated inside the compound, it soon became airborne. Nothing could stop it, it killed everything it came into contact with, even the virus perished in the end. It killed the whole planet in seven minutes. There was just enough time to seal off the under-city. Those ponies on the Motorway aren't trapped, Doctor, they were saved."

"So the whole thing is running on automatic?"

"There's not enough power to get them out. We did all that we could to keep the system from choking."

"Who's 'we'?" asked the Doctor, a little confused. "How did you survive?"

"He protected me," she said, smiling a little, "and he has waited for you, all these long years."

"_Doctor." _The. Time-Pony's ears went straight up, he didn't actually hear the words, they were telepathic. And he knew that voice, only twice before had he heard it. Once on Platform One, and once again in the hospital. "The Face of Boe!" He turned and galloped towards the direction the voice had come from, rounded a corner, and skidded to a stop. There he was the Face of Boe, surrounded in his fishtank life support system by computers and wires.

_"I knew you would come_," it said, sounding partially relieved and very tired.

"Back in the old days, I was made his nurse as a penance for my sin," said Hame quietly, joining them in the small area.

"Old friend, what happened to you?" asked the Doctor, putting a hoof against the glass.

"_Failing,_" the Face replied weakly.

"He protected me from the virus by shrouding me in his smoke," Hame explained quietly. "But with no one to maintain it, New Manehatten's power died. The under city would've fallen into the sea."

"So he saved them."

"The Face of Boe wired himself into the mainframe. He's giving his life force just to keep things running," she continued.

"But there are other planets out there," the Time-Pony said, looking back at her, "You could've called for help."

"The last act of the senate was to declare New Equestria unsafe, the automatic quarantine lasts for one hundred years."

"So the two of you stayed here, on your own, for all this time."

"We had no choice."

"Yes, you did," the Doctor replied, looking around them at the barely working electronics.

"_Save them Doctor,_" said the Face. The Time-Pony looked at it, and nodded. He would save them, he had to.

* * *

"How much air have we got left?" asked Sprocket. It was getting hard to breathe in there, and hot. Thunder checked a gauge on the console, "Two minutes."

"There's always the Doctor," Gale noted. "That friend of mine, he could think of something."

"Nightengale, nopony's coming," Thunder replied.

"He looked nice," said Sprocket.

"He's a bit more than that."

"Are you and him...?"

"Sometimes I think he likes me, other times I think he just needs somepony with him."

"I never asked, where's home?"

"Its a long way away," she replied. But, the more she thought about it, "I didn't really think I just, followed the Doctor. They don't even know where I am! My mum and dad, if I died here, they'd never even know."

"So uh, who is he then? The Doctor?" asked Thunder.

"I don't know, well, not really, there's so much he never says," she muttered.

"So that means out only hope right now, is a complete stranger?" said Sprocket. "Well that's no good!"

"But you haven't seen the things he can do," Gale continued, "believe me, if anypony can save us right now, it's him. Just trust me, you've got your songs, and your faith, and I've got the Doctor." There was a moment of silence, then Thunde nodded. "Right." He started to activate the car again, as soon as the first lights clicked on, the growling resumed.

"Good luck," said Gale, bracing herself. Thunder looked at Sprocket, then her, "And you." He slammed down the accelerator and they rocketed off, dodging through the massive claws outside. But they wouldn't last very long.

* * *

The Doctor smiled as the numbers 4-6-5-diamond-6 appeared on the screen. "Car 4-6-5-diamond-6, it still registers! I knew she was okay!" He sprang back into action, pulling it the sonic and starting to buzz it on a piece of tech next to a large switch. "Hame! Hold down all those switches! Think think think, take the residual energy feed it back through the loop, invert it into the electricity grid,"

"But we haven't got any power," Novice Hame called, doing as he said to.

"You've got power, you've got me! I'm a whiz with computers just watch me," he said, plugging a couple wires together. "I can't power up the city entirely, but all the city needs is ponies!"

"So what're you going to do?" asked Hame. The Doctor put both hooves on a large switch, "This!" But, instead of all the computers lighting up, it all shut down. "What?! No no no no no no no!" He knelt down next to the switch, "The transformers are blocked, it can't get through!"

"_Doctor,_" thought the Face.

"Yeah, not now!" he shouted back, starting to open up the controls.

"_I give you my last._" And he did, a wave of energy flew through the machines, a combination of magic and psychic energy pushing the electricity through. The Doctor looked up in surprise, he jumped to his hooves, reseting the switch. "Hame! Look after him, don't you go dying on me you big face! You need to see this, the open road!" He threw the switch, and something began to happen down on the Motorway.

A great rumbling began to echoe down to the cars below, Brannigan and Ruby could hear it.

"What is Celestia's name is that?" asked Ruby, tightening the grip on her basket of kittens.

"What's happening?" muttered Brannigan, leaning forward so he could look up through the cars. As he did, a bright light came streaming down from above as the roof of the Motorway opened up. Sunlight, real honest to Luna sunlight. Many drivers began to laugh in triumph as the light reached their cars, then suddenly, their computer screens all lit up.

"_Sorry, no Mango Calypso, she was just a hologram, I'm the Doctor_," said a smiling Time-Pony over the radio.

"He's a magician!" cried Brannigan.

"_And this is an order, drive up, fast._"

"Is he serious?"

"_I've opened the roof of the Motorway, so drive on up! The whole under city, everypony come on, drive up! We need to clear that fast lane."_

"Did I tell you Doctor? You're not bad sir, not bad at all!" cried Brannigan happily.

* * *

"_Oi! Car 4-6-5-diamond-6! Gale! Drive up!_" cried the Doctor from Thinder and Sprocket's car. Gale cried out: "That's the Doctor!"

"We can't drive up, we'll hit the layer!" cried Thunder over the shaking.

"Just do as he says, go up!" cried Gale. Thunder pulled back on the steering wheel, angling the car up and out of the fast lane. And when he did, bright sunlight came streaming into their car and the shaking stopped.

"It's daylight," said Sprocket, eyes widening. "Oh my gosh that's the sky the real sky!"

"He did it! Yes he did it!" cried Gale happily.

* * *

"You keep on driving, because it's here," the Doctor looked out the small window beside the Face of Boe's tank, "the city of New Manehatten, and it's just waiting for you." Cars were flying out into the sky, soaring into the city. Some had been abandoned midair while their pegasus and griffin drivers went for a much awaited flight. "And don't forget Brannigan, I want that coat back."

"_I think that's a fair bargain sir!"_

"And 4-6-5-diamond-6, I've sent you a flight path, come to the senate."

"_On my way!"_ replied Gale happily.

"Nightengale, been awhile since I last saw you."

"Doctor!" cried Novice Hame. He whirled around, just in time to see cracks spreading across the glass of the Face of Boe's tank.

* * *

Gale galloped into the door of the senate, eager to see her friend but skidded to a stop. First thought, skeletons, second, was one of them the Doctor?

"Doctor?" she called nervously.

"Over here," she heard him say. Immediately relieved, she followed his voice, "Doctor I-" and stopped again. There was a giant head with tentacle things lying on the ground surrounded by glass, and a cat pony in white robes kneeling beside it. The Doctor was kneeling there too, he looked up at Gale, "Its the Face of Boe, it's alright, come and say hello. And this is Hame, she's a cat. But don't worry, he was the one who saved you, not me." Gale slowly stepped forwards and knelt down next to the Doctor.

"My lord gave his life to save the city, and now he's dying," Hame said sadly.

"No, don't say that," said the Doctor, "not old Boe, plenty of life left."

"_It feels good to breathe the air once more,"_ the Face thought, sounding happier than he had before.

"Who is he?" asked Nightengale, curious.

"I don't know," the Doctor replied honestly. "Legend says the Face of Boe has lived for billions of years. Isn't that right? Why would you give up now?"

_Everything has it's time_," the Face said. "_You know that more than anypony Doctor."_

_"_The legend says more," Hame said.

"No, there's no need for that," the Doctor interupted.

"It is said that the Face of Boe will speak his final secret to a traveller."

"No, not yet. Who needs secrets eh?"

"_I have seen so much, perhaps too much,_" the Face of Boe thought. "_I am the last of my people, as you are the last of yours Doctor."_ Gale cocked her head to the side, what was he talking about?

"That's why we have to survive," the last Time-Pony insisted, "Both of us, please, don't go."

_"I must, but know this Time-Pony,"_ and with his final breath the Face of Boe actually spoke.

"You are not alone." His great eyes closed, and that was it. The Face of Boe was dead. Novice Hame began to cry, her only companion for twenty four years was gone. Slowly, the Doctor stood and stepped back, those last words still ringing in his ears. It wasn't to true, couldn't be true, impossible. Gale stood and stepped away from the Face, she rested her head on the Doctor's shoulder, he wrapped a hoof around hers. It was over.

* * *

Night had fallen over Manehatten, all over which ponies were settling back down, finding new homes and rebuilding what had been left behind in the upper city. Beneath, the shops in Pharamcy town were closed when the Doctor (with his long coat) and Nightengale trotted back towards the Tardis.

"All closed down," the Time-Pony said with a smile.

"Happy?" asked Gale.

"Happy happy," he replied. "New Manehatten can start again, and they've got Novice Hame. Just what ever city needs, cats in charge."

"But what did he mean, the Face of Boe, you are not alone?" asked Gale.

"I don't know," the Doctor lied.

"You've got me, is that what he meant?" she continued.

"I don't think so, sorry," he said, still walking.

"Then what?"

"Doesn't matter, c'mon, to the Tardis, off we go." Gale straightened up, she grabbed a wood box with her magic, dragged it ove and sat down. The Doctor turned and looked at her, "Are you staying then?"

"Till you talk to me properly, yes," she replied stiffly, crossing her forehooves. "What does it mean?"

"It really doesn't matter," he insisted, lying through his teeth. Suddenly, they both heard something, once again, the city was singing.

"_Now, that we're free we can see the sun,_

_We can see the stars and moon!"_

"It's the city, they're singing," Gale said in awe.

"_A new home, a new hope!_" The Doctor sighed, he grabbed his own box with one hoof and sat down across from Gale. He met her eyes, "I lied to you. I lied, because I liked it. I could pretend, just for a while, that they were all still alive, under that burnt orange sky."

_"A place we belong, but one that we share!_"

"I'm not just a Time-Pony, I'm the last Time-Pony. The Face of Boe was wrong, there is nopony else."

"What happened?"

_"Through hell and hope we band together."_

"There was a war, a time war, The Last Great Time War. My race fought another called the Daleks, for the sake of all creation, and we lost. Everypony lost. They're all gone now, my family, my friends, even that sky."

"_We were together, one as a team._"

"Oh you should've seen it, my old planet. The second sun would rise in the south, and the mountains would shine. The leaves on the trees were silver, and when it caught the light, it looked like a forest on fire..."

_To be continued in, Daleks in Manehatten_

**ME: and done. This one was a bit tricky, inserting peoples' OCs into scenes of it, but it worked out yeah?**

**Gale: can I do the disclaimers? **

**Me: of course.**

**Gale: Doctor Who is under copyright of the BBC and My Little Pony Friendship is Magic is copyright Hasbro. See ya next time!**


	5. Episode 5, Daleks in Manehatten

Doctor Whooves

_Daleks in Manehatten_

**This time on Doctor Whooves, we visit the original Manehatten and, well, you can figure out the rest. Trouble.**

**PS. Kudos to whoever spots all the references!**

Backstage at the small Starstruck Theater, near to Bridleway Manehatten, everypony was rushing about, readying for the big show. Eight pegasus mares, painted coats and manes styled to match, wearing sparkly red blouses and skirts and dragon-like wing extensions, readied for the performance. One of them knocked a hoof on the star's door, "Uniqua! Leave him alone!" She called this because the earth pony star of the show, Uniqua Stone, had been in there making out with her coltfriend for a solid five minutes.

The two of them broke apart, "It's nearly show time Sky, I got to go." Her grey and white earth pony coltfriend smiled, "Just promise me you'll come this Sunday. My mom will kill me if she doesn't get to meet you."

"But what if she doesn't like me?" Uniqua asked meekly. She may have been an excellent performer, but this, this was different.

"Uniqua, she'll love you as much as I do," Sky replied.

"Oh, you always say the sweetest things," she said with a smile, giving him another peck on the cheek.

"It's true! Now, promise me you'll come."

"I promise, cross my heart hope to fly, stuck a cupcake in my eye," Uniqua said with a chuckle. Sky glanced down at himself, and with one hoof, pulled the white rose pinned on and handed it to her. "Here, take this sweetheart, wear it onstage and think of me."

"Uniqua!" called an impatient voice.

"I'm coming!" she snapped back, "Quit hollering!" She took the rose from him, tucking it behind her ear, "How do I look!" She spun around, flicking her tail to make the silver tassels on her dress jingle. Sky smiled, "Like a diamond." Uniqua smiled and rushed to the door, she chased after the other mares onto stage, where the cheering of the crowd could be heard. She glanced back and blew Sky one last loss before galloping up.

He smiled, leaning in the doorway, then turned to get his things from the vanity. Then he heard something, hooves, or maybe claws, dashing across the doorway behind. He whirled around, "Uniqua?" Nothing. Slowly, Sky trotted into the hallway, wooden, painted a light blue with a bottom half red. The floor was concrete and miscellaneous props lay scattered about along the walls.

Sky glanced left, then right, when something dashed across the end of the hall. A black shape, vaguely pony height. Slowly, he trotted down the hall towards where it had gone, the prop room. Sky wiped at the window, trying to see in, but it was pitch blac except for the lights in the hall. He opened the door, listening for anypony who could be inside. He was unaware however, of the open sewer hatch around the corner.

"Hello? Helloooo?" he called. "Who's in here?" No reply. Sky shook his head, trying to shake off his nervousness, and turned around. He jumped in surprise, coming face to face with an angry wooden pirate. He breathed out slowly, trying to calm down, when an angry growl came from behind, and with it, a mutated diamond dog thing that tackled Sky and knocked him out.

_Let the show begin!_

The second the Tardis had finished materializing, Nightengale raced out the door. Salty sea air hit her as she looked around excitedly, "Where are we?" Behind her, the Doctor trotted out of the Tardis in his long coat and blue suit. He locked the door behind him and took a deep breath, "Smell that ocean air! Nice and cold! Lovely. Gale, have you met my friends?" He gestured behind them, and when Gale turned around, her jaw dropped.

"No, way." Behind them was the 93 meter tall copper statue, turned a sea green from exposure, of the Alicorn sisters watching over the city across the bay. "That's the Gateway to Freedom isn't it?"

"Indeed it is," he replied. "'Wether we're poor, or sick, or lost at sea, the Gateway to Freedom is what I can see."

"That's so brilliant!" Gale chirped excitedly, "I've always wanted to visit Manehatten. I mean, the real one not the New new new new new..." She trailed off.

"Well, there's the genuine article," the Doctor replied, waving the other direction where the city of Manehatten stood proud and strong on the coast of Equestria. The Doctor continued to talk as they trotted down towards the edge of the water, "The star city. Mind you, it started out as just a little outpost, surprising it became such a success."

"I wonder what year it is," Gale said, "Because look, the Star Height Tower isn't finished yet." True enough, the legendary sky scraper still had braces and building equipment attached to the top floors.

"Work in progress," the Time-Pony replied. "Now if I know my history, that makes us around-"

"November first 273," Gale interupted, a newspaper in her magic.

"You're getting good at this."

"Eight hundred years ago," she muttered, passing it to him, "it's weird because you see all those old photographs in black and white and it seems so far away. But here we are!" She tapped her forehooves happily, "Come on then Doctor, where're we going first?"

"I think our detour just got longer," he replied, showing her the cover of the newspaper. The headline, in bold letters, read: "Solarville Mystery Deepens."

* * *

"What's Solarville?" asked Gale as they trotted through Central Park, quite literally, the park at the center of the city. You could see the Star Height Tower easily from there.

"Well, Solar Wind became Mayor of Manehatten three months ago, and before that Manehatten was a boom town," the Doctor explained. "Then, for some reason, everypony started getting greedy and then-"

"The Greed Era," Gale supplied.

"Exactly, the poor became poorer without jobs able to pay them and the rich became richer, and, with no place to go, most of those jobless ponies ended up here in Central Park."

"What, they live here? In the park?" The Doctor nodded solemnly, then gestured ahead of them. A sign, hanging in a simple wooden gate read: "Solarville." Beyond that was a ramshackle town of tents and metal lean-tos. Ponies, of all kinds but noticably fewer unicorns, were dressed similarly in dark dirty raggedy clothes. Some sat warming themselves at small fires, others were talking quietly inside their small homes. As soon as the time travellers entered the small town, a fight broke out near what seemed to be the town center.

"Why'd you take it?!" demanded a pegasus, hovering in the air.

"I didn't take anything!" the earth pony snapped.

"Liar!" the pegasus tackled the earth pony, and the rolled around in the dirt, kicking and shouting.

"Cut that out! Cut it out right now!" called a voice, a stallion came out of one of the tents, another pegasus. He was wearing an old tan over coat and brown fedora like hat, his coat looked like it had once been white but had dulled to a grey, so had his mane, a faded blue. He got between the fighting ponies and pushed them apart, "That's enough!"

"He stole my bread!" shouted the pegasus.

"I didn't take it Peddler, he just went crazy!" the earth pony protested. Peddler fixed him with a stare, "Did you take it though?" The earth Pony's ears drooped ashamedly, "I'm starving Prodigious Peddler." He reached into his own coat and pulled out a small loaf of bread. Peddler took the loaf and looked between the two, "We're all starving. We all got family somewhere," he split the loaf and passed them each half. "But no fighting, no stealing. We got almost nothing except ourselves, so we need to be the best we can. Cause if being good to one another has gotten us out of trouble before, I hope we have enough good in us still to do it again."

Both the pegasus and earth pony nodded, they even shook hooves with each other before leaving to their separate parts of the camp.

The Doctor glanced at Gale, before whispering, "C'mon." They trotted over to Peddler, the Doctor spoke up just before he could go back inside a tent, "So, I guess this makes you the leader round here." Peddler glanced up at him, "And, uh, who might you be?"

"I'm Nightengale and he's the Doctor," she answered.

"Ah, a doctor, we got store runners, storm workers, but we ain't got any doctors, you're the first," Peddler replied with a small smile. "Neighborhood gets classier every day. I may not like Soalrville, but I will say, it's a truely equal society. Unicorns, pegasus, we're all poor, all starving. You're welcome here, both of you. So, tell me Doctor, you're a stallion of learning yes?" He pointed with a hoof to the Star Height Tower, "That building's going to be the tallest in the country, so tell me, how can they be building _that_ when we got ponies starving down here?"

* * *

Truth was, it wasn't much better up in the scaffolding outsid the Tower, working flat out from wan to dusk for cheap rip off pay. One stallion, in charge of it all, sat in the unfinished top floor, looking over the plans. He was a unicorn, charcoal grey coat and a short black mane with white streaks, his cutie mark was a small pile of bits and he was wearing a sharp black pinstripe suit. Behind him, the lead builder was protesting how he wanted the workers to go faster when they were already working too hard.

They were in his office, or, the top most half built floor. Half of it was marble covered and tiled, generally finished. The other half was literally missing a wall, most of it was made of wood and littered with building equipment. From it, you could see all of Manehatten, but that view was dangerous.

"I'm telling ya, the others won't stand for it," he protested. "Mr. Rich, are you out of your mind? I've got two hundred ponies up there working seven days a week, and you want us to go _faster_?"

"The new masters demand it," Rich Bits said frustratedly, getting to his hooves.

"But we're on schedule! Another month and we'll be done!"

"Yes, but the masters say that extra work needs to be completed on it, tonight."

"_Tonight? _That's impossible!"

"That's an order," Rich said stiffly, standing.

"Yeah?" the worker countered, "well one word from me and every pony here stops working. Tell that to your masters." Rich looked at him curiously, before turning and trotting towards the elevator. "Well, if that's your attitude, why don't you tell them yourself?"

"Go ahead, I ain't afraid of no pony in a suit," Rich smirked and pressed the elevator's button. As the dial that said where the lift was rose, the worker got nervous. "So, uh, these new masters, where're they from exactly?"

"You could say they're, from out of town."

"What, they're Griffins?" asked the worker confusedly.

"A bit farther than that."

"How much farther?"

"Beyond your imagination."

"What's that supposed to mean? Mr. Rich, who the hell are we working for?" The lift dinged, the door light blinked on, Rich smiled and looked at his employee. "Behold, your masters." The doors slid open to a sight quite different from that which is considered normal. First off, though he didn't know what it was called, there was a bronze Dalek in the lift, with two Diamond Dogs beside. A second glance however revealed they were not Diamond Dogs, but pony bodies with the dogs' head and rear paws stitched in their respective places. The Dlaek rolled out of the elevator, "I have been sum-moned, ex-plain, ex-plain!"

"It can talk! How the heck is it doing that!" cried the worker. "What is that thing?"

"I'm sorry my master," Rich said, bowing his head, "But this pony is refusing to finish the work."

"Then he must be re-placed," the Dalek ordered.

"Is anypony going to tell me what the heck is going on here?"

"Use him," the Dalek ordered, "take him for the Fi-nal experiment." The dog ponies stormed forward, grabbed the worker, and dragged him towards the elevator. "No hey! You can't do this to me!"

"The Star Height Tower must be com-ple-ted in time," the Dalek squawked.

"It will be," Rich said confidently. "Trust me, labor is cheap and that pony can be replaced."

"The plan must not fail," the Dalek said. "We cal-cu-late the gam-ma strike has ac-ce-ler-a-ted, we need more bo-dies imm-e-diat-ly." Rich bowed again, "Yes master."

* * *

"So, ponies are going missing. Is this true?" the Doctor asked Peddler, pulling the newspaper out of his pocket. Peddler glanced at it, "It's true alright." He motioned with a hoof for them to follow and they went inside his tent.

"But what does it mean, missing ponies? I mean, they must always be coming and going around here," the Doctor asked. "It's not like anypony's keeping a register."

"This is different," Peddler replied, taking off his hat and setting it aside. He sat down on the small cot that served as a bed and lit the lamp.

"In what way?" asked Nightengale, sitting next to him.

"Somepony takes them," Peddler replied grimly. "We hear something. Somepony calls out, cries for help, and by the time we get there, they're gone."

"And you're sure they're being taken?" asked the Doctor.

"Doctor, when you don't have much, you got to hold on to what you got. A piece of bread, a knife, a blanket. You don't just leave it all behind, bread half eaten, fire still burning."

"Have you told the police?" asked Gale.

"Yeah, we tried that," Peddler said, a bit scornful. "Another deadbeat goes missing, so what?"

"So the question is, who's taking them?" muttered the Doctor. Suddenly, a young stallion burst through the tent flaps, "Prodigous Peddler! It's Mr. Rich Bits." Peddler groaned and grabbed his hat. They galloped out of the tent to where a crowd was gathering. Rich Bits was standing on somepony's barrel, a pair of tough looking pegasus on either side.

"I need workers, volunteers," Rich called. "I've got a little work for you and you look like you could use the money."

"Yeah what is the money?" called a voice.

"Five bits a day," Rich replied. There was a collective groan.

"What's the work?" asked Peddler.

"Just a little trip into the sewers," he replied. "Got a tunnel collapse that needs fixing and clearing. Any takers?"

"Five bits a day? That's servant wage," Peddler called, "And ponies don't always come back up."

"Accidents happen," Rich lied.

"What sort of accidents?" asked the Doctor.

"You don't need the work, fine!" the business pony called. "That's fine, anypony else?" The Doctor raised a hoof, "Oh enough with the questions!"

"Oh no, I'm volunteering," he said. Gale groaned and raised her hoof as well, "I'm going to kill you for this." Behind them, Peddler and another pony joined the list of volunteers.

* * *

Armed with headlamps and a light spell, courtesy of Nightengale, the group listened as Mr. Rich gave them directions to the cave in. "Turn left, go about half a mile, follow tunnel 273. Fall's right ahead of you, can't miss it."

"And when do we get our bits?" asked Peddler suspiciously.

"When you come back up."

"And if we don't come back up?" asked the Doctor.

"Then I got nopony to pay!"

"Don't worry, we'll be back," Peddler replied, turning on his lamp and starting down the passage.

"I hope so," Gale muttered. She and the young stallion were ahead of him, and the Doctor was last to follow. Gale glanced at the stallion walking beside her, his coat was a light yellow, mane a dark red, and his cutie mark was a cluster of apple seeds.

"We jus' got ta stick tagether," he said, accent a mix of Manehatten and country. "This place is like a rabbit's home, could hide an army down here."

"So, what about you Sea Apple?" Gale asked, trying to put some conversation into the gloomy sewer, "Not from around these parts." The country colt glanced at her, "You can talk. Ahm a wanderer, always 'ave been."

"How'd you end up out here?"

"Mama was havin' trouble getting food fer all of us on the road, so I split off, came 'ere. Been on my own since. There're some foals back in the camp, younger than me, Peddler takes care of all us. So, how 'bout you? Yer pretty far from home."

"I'm a wanderer too," she replied. Apple chuckled, "Well you just stick with me an' you'll be alright."

"So, this Rich Bits bloke, who is he then?" asked the Doctor.

"A few months ago, he was just another worker, now it seems like he's running most of Manehatten," Peddler said.

"How'd he manage that?"

"I dunno, these are strange time Doctor, a pony can go from pony of the hill to the lowest of the lows, over night! Just, some folks, it works the other way round."

"Whoa!" Everypony stopped walking, something was lying on the ground. It looked about the size of a grown Pony's flank, was glowing green, and had odd slimy weblike tentacles spread across the floor around it. And, it was glowing green. Gale made a face, "Is that radioactive or something?" Then she gagged and covered her muzzle, "It's gone off whatever it is." The Doctor knelt down and picked it up with a hoof, "And you've _got to_ pick it up."

"Shine your light through it?" he asked, she added her magic-light to the spotlight already on the thing. "Composit organic matter," he muttered, sniffing it. "Gale? Medical opinion?"

"It's not equine, I can tell you that."

"No, it's not," the Time-Pony agreed. He stood and slipped the thing into his pocket. "And I'll tell you something else, we must be at least half a mile in and, I don't see any sign of a collapse, do you? So, why did Mr. Rich send us down here?"

"Where are we now? What's above us?" asked Gale, the group aimed their lights up at the stone grey ceiling above them. "Well, we're right underneath Manehatten."

* * *

"And here, the crowning glory of the Star Height Building, the mast itself." Rich Bits gestured to the blueprints of the great building. A group of miscellaneous workers were watching him, they nodded in forced approval. "Money hundred seventy feet above Manehatten."

"It's a beautiful thing sir," the newly appointed worker chief said. "Maned every single one of us is proud of it. Some of the ponies are saying it's like a staircase to the stars."

"Well that staircase needs a little decoration." He motioned to the other side, where three large bronze plates rested on top of eachother. Each plate was thing cut, but they also had three large, lighter colored half orbs on them. "These slabs need to be attached to the mast, right at the base."

"No problem," the chief agreed, "shouldn't take too long."

"But the work has to be finished tonight," Rich ordered. His demand was met with ferocious protest from the five ponies. "Are you trying to kill us? We're working flat out up there!"

"_Don't argue with me!_" Rich shouted, they quieted immediately.

"But sir, we can't work out there at night," the worker chief protested. "It's freezing! You're hooves go numb, your wings freeze up, you end up falling!"

"You don't get it. If you don't work I can replace you like that!" He slammed his hoof for emphasis, "Now take those plates and get to work." One of them, a burly earth pony, stepped forward to grab one. He tried to pick it up like any normally would, with his mouth, but it was too heavy.

"What kind of metal is this?" he asked, a fellow worker coming over to help lift it onto his back.

"Don't ask questions, just go," Rich demanded. One by one, three of the workers grabbed the plates, and the walked back out onto the scaffolding. Rich glared after them, "I don't care how tired, how cold you are, just get out there and finish the job!" Behind him, the elevator dinged. It opened up and the Dalek rolled out.

"The con-duc-tor must be com-ple-ted for our plan to suc-ceed," it squawked.

"Unemployment is such an incentive these days," Rich explained, trotting over to the open wall and looking out on the city, "it'll get done, don't worry."

"Daleks have no con-crept of wor-ry," it stated, rolling up beside him. Rich glanced at the alien, "Heh, lucky you."

"This day is en-ding," it stated. "Po-ny kind is weak, you shel-ter from the dark-ness. And yet, you have built all of this."

"That's progress," Rich replied. "Go with the times or you get left behind."

"My plan-et is gone," the Dalek said, without any hint of remorse or longing. What a heartless creature. "De-stroyed in a Great War, yet ver-sions of this ci-ty stand through-out time. The Equine race always continues."

"We've had battles," Rich said grimly. "I've been a soldier myself, stuck defending the castle, and I swore then I'd survive, no matter what."

"You have rare am-bition," said the Dalek. Rich looked out over the city, "I'm going to run Manehatten, whatever it takes."

"You think like a Dalek."

"Coming from you? I'm going to take that as a compliment." The Dalek was quiet for a moment, then it's eyestalk swiveled around to him, "Your loy-al-ty will be re-war-ded. Come with me." It spun around and started to roll towards the elevator. Rich Bits glanced once more out at the city, then trotted after it into the elevator. Once he was inside, the doors slid shut and it started to go down. Rich shifted from hoof to hoof nervously as they went down, "So, uh, where're we going?"

"You have been sum-moned by our lead-er," it replied, not even looking at him. Rich nodded, a bit more confident now, "About time too." When they finally had arrived on the bottom floor, the elevator doors opened and the Dalek rolled out. Rich followed a bit slower, looking all around.

First off, they were in a basement, with large concrete columns holding the ceiling up. Wires ran across the opening above, and down the path in front there was a black Dalek, behind it was an odd metal wall with round things in it. On either side next to it were triangular walls with little blue orbs on them, flickering with energy underneath. Between the concrete columns and bubbling chemistry sets, the odd diamond dog ponies watched curiously as Rich approached the black Dalek, Dalek Sec. (We'll call the dogs Mutts for the sake of "I don't want to type dog ponies every time I need to mention them")

"I bring you the equine," the Dalek reported.

"I take it you're in charge here?" Rich asked.

"Cor-rect, I am Dalek Sec, lead-er of the Cult of Skaro," it replied.

"My Lord Sec," Rich bowed his head politely, "I am honored to meet you. Ever since you first made contact with me, transmitting your thoughts into the corners of my mind, tempting me with such ideas, I'd always wanted-"

"Cease talk-ing," ordered Sec.

"But I just wanted to tell you how grate-"

"I said cease talk-ing!" squawked Sec. "Slaves, secure the pony." Two Mutts grabbed hold of Rich, holding him tight with their forehooves.

"No! You don't need to do that, I'm your ally! I'm on your side!" protested Rich, struggling against the Mutts' grip.

* * *

Sunlight glowed through the holes in a sewer lid as the group continued through, still not ready to go back.

"We're more than half a mile in, still no collapse," muttered Peddler.

"So that Bits bloke, he lied to us?" asked Nightengale, shining her light around.

"Looks like it," the Doctor replied.

"So, why'd he want ponies down here?" asked Apple, confused. The Doctor looked at them, "Peddler, I think it's time you took them back. I'll be much quicker on my own." Then they all froze, a bark echoing down the tunnel, like a dog's.

"What the hell was that?" demanded Peddler.

"Hello?" called Apple.

"Shhhh!" hissed Gale.

"What if it's one of the ponies gone missing?" he asked hopefully. "You'd be scared half mad and scared to death down 'ere."

"You think they're still alive?"

"Well we ain't seen any bodies! Maybe they got lost!" More barks, and a howl this time, like a pack of Diamond dogs had gotten lost in the sewers.

"Kind know I never heard no pony making those sounds," Peddler said, shining his light down one of the adjacent tunnels.

"Where's it coming from? It sounds like there's more than one of them," Apple said nervously.

"It's coming from this way," the Doctor said, shining his light down one tunnel.

"No, this way," replied Peddler, doing the same to another. The beam of light from his headlamp landed on a figure crouched in a corner.

"Doctor," whispered Gale.

"Who are you?" demanded Peddler.

"Are you lost?" asked Apple, stepping towards the figure. "Can you understand me? I've been thinking about folks getting lost down here and-"

"It's alright Apple, just stay back. Let me," the Doctor interupted quietly. He looked back at the figure, and slowly walked towards it. "He's got a point though, my mate Apple, I'd hate to get lost down here on my own. But we know the way out." He knelt next to the pony, just barely able to not see their face in the dim light. "If you'd come with us, daylight." He shined the beam up on them, and was met with the face of a diamond dog, or at least, mostly diamond dog. "Oh? But what are you?"

"Doctor, is that some kind of mask?" called Peddler.

"I'm sorry," the Time-Pony said, ignoring him for a moment, "I'm so sorry. No, it's real. Now, listen to me, I can help you. Who did this to you?"

"Doctor, you'd better get back here," Gale called nervously as shadows of more of them began to appear on the wall. The Doctor looked up, his light shining on the other mutts, he got to his hooves and began backing away, "Actually, good point." The mutt that had been sitting stood, the pack was still following.

"They're following you," Gale said nervously.

"Yeah, I noticed, thanks," the Doctor replied, a tiny bit sarcastically. "Well, Apple, Nightengale, Peddler..."

"What?"

"Uh, basically," he glanced once more at the mutts, "RUN!" The four ponies broke into a sprint, one of the dogs howling and the whole pack giving chase. They raced down the sewer, hooves splashing in puddles and headlamp/magic light beams bouncing wildly.

"Where're we going?" crie Gale as they reach a split.

"This way!" the Doctor called. They galloped down the tunnel, the mutts refusing to give so easily. They were running so fast they almost missed the ladder, the Doctor skidded to a stop and checked again, "It's a ladder come on!" The others caught up with him as he ripped off the headlamp and climbed the ladder. He pulled out the sonic and scanned the cover, sliding it off and climbed out. Gale quickly ascended the ladder after him.

There was a bark as a pair of mutts spotted them in passing. Apple glanced back at Peddler, who was starting up the ladder and grabbed a metal pipe in his mouth for defense. Peddler shouted at him as the mutts started advancing, Apple dropped the weapon and leaped for the ladder, climbing as fast as he could. He was almost out when they grabbed his tail and hind hooves. Both the Doctor and Peddler grabbed his hoof, pulling as hard as possible to pull him out of there. But they were no match for eight dog ponies.

They yanked Apple down and carried him off. One of the mutts started climbing up to get them, and the Doctor was starting to go down after Apple; but Peddler pushed the Time-Pony out of the way and hauled the cover back on.

"No! We can't just leave him! We've got to help him!" the Doctor cried.

"We can't go after him!" Peddler shouted back. "I am _not _losing anypony else! Those creatures were from the pits of Tartarus itself, if we go after him they'll take us too! We can't, I'm sorry." There was uneasy silence in the room. On either side of the opening were shelves filled with props and costumes. A couple bare bulbs lit the aisle. Suddenly, a unicorn mare appeared at the end of the row, with a sword in her magic.

"Alright you schmucks," she said angrily, "hooves where I can see them and no funny business." She had a short curly pink mane and a white coat, her cutie mark (which was a spotlight) was hidden under a robe. The others obeyed, she kept the sword steady. "Now, what've you done with Sky Lark?" Gale glanced at Peddler and the Doctor, then at the actress, "Who's Sky Lark?"

* * *

"Sky's my coltfriend, or at least, he was until he disappeared two weeks ago," the actress said, swishing the sword a little for emphasis. They had, retreated, to her dressing room, and she still had the sword. "No letter, no goodbye, no nothing! And I'm not stupid!" she said while waving the sword around wildly, "I know some stallions are just dogs but not _my Sky. _I mean, what kind of guy asks you to meet his mother before vamoosing?"

"It might, might help if you just, just put that down," the Doctor stammered, watching the sword uneasily.

"Huh? Oh sure," she tossed it aside, much to the trio's astonishment. She looked at them and laughed, "Oh come on guys! It was just a prop, either that or a club!"

"What do you think happened to Sky?" asked Gale.

"Wish I knew," she replied. "One minute here, the next, vanished!"

"Listen, uh, what's your name?" asked the Doctor.

"Uniqua," she replied.

"Uniqua," he repeated.

"Two u's and a Q," she stated.

"Right, we can try to find Sky but he's not the only one," the Doctor explained. "Ponies are going missing every night."

"And there are monsters, such creatures," added Peddler grimly. Uniqua stared at him, "What do ya mean, monsters?"

"Look, listen, just trust me," the Doctor continued, "Everypony is in danger, I need to find out exactly what this is." He pulled out the green grey jellyfish thing, "if I can, then I'll know what we're fighting." Uniqua took one look at it, "Ick."

* * *

Peddler picked up the radio, it was fairly new, looked like it might help the Doctor some. With it in his mouth, he trotted back over to where the Doctor was working, scavenging parts to build some sort of gizmo for that thingy. "Here, will this work? I found it backstage." The Doctor looked at the radio, "Oh-oh, perfect, it's the capacitors I needed. I'm just rigging up a crude DNA scan for that beastie. If I can get a chromosomal reading I can figure out where it's from."

"Just what about you Doctor, where're you from?" asked Peddler. "I've been all over and never heard anypony talk like you. Just who are you?"

"Oh, I'm just sort of, passing by," the Time-Pony replied, taking off the back of the radio.

"I'm not a fool Doctor."

"No, sorry." Peddler sighed, looking back at the metal cover they'd escaped through, "I was so scared, Doctor. I let them take Apple because, I was really scared. I need to get back to Solarville, with these things on the loose, we've got to protect ourselves. Ain't nopony else going to do it."

"Good luck Prostegious Peddler," said the Doctor.

"I hope you find what you're looking for," he replied, "for all our sakes."

* * *

"He'd wait for me after every show," Uniqua said dreamily, tying the back of her dress, "Walk me home like I was really somepony special. He'd leave a flower on my dressing table, every day, just a single rosebud."

"Haven't you reported him missing?" asked Nightengale, re-tying her hair bow with magic.

"Yeah, but he's just a stage hoof, who cares?" she said sadly. "The management certainly don't, at least not nowadays."

"Can't you make a fuss or something?" she asked.

"So then they fire me, then what?"

"But they have to listen to you," Gale protested, "you're one of the stars!"

"Oh honey, all I've got is one show at a back street revue and that's only because Amber Frost broke her hoof. And that's got nothing to do with me! I can't afford to make a fuss. If I can't get this next rent paid, I lose my house and then I'm in Solarville!" Gale rolled her eyes, "Okay, I get it."

"It's a rough time sweetie," Uniqua continued sadly, adjusting her cotume's headpiece. "Your heart may break but the show goes on. Because if it stops, you starve. So every night, I go out there, sing, dance, look good, and just hope that he'll come back."

"I'm sorry," Gale replied.

"But yeah, you're lucky though. Got a forward thinking colt with that hot potatoe in the suit." She struggled not to blush, "Oh, w-we aren't together."

"Oh sure you are," Uniqua said with a smile. "I've seen the way you look at him, it's obvious!" Gale looked down at her hooves and muttered, "Not to him."

"Ah, I should've realized, he's into musical theater ain't he?" Uniqua said jokingly. "What a waste, still, you got to live in hope, it's the only thing that's kept me going. Because, well, look." She levitated up a small white rose for Gale to see, "One, every day on my dressing table."

"You think it's him?" asked Nightengale.

"I don't know! If he is still around, why's he being all secretive? Why doesn't he want me to see him?"

* * *

Meanwhile, at the very top of the Star Height Tower, two ponies were finishing the riveting in the freezing cold rain and wind.

"I can hold on much longer!" cried one of them, her hooves frozen frigid to the riveter.

"Just a little longer!" her friend called, holding the plate in place as she riveted it down. Finally, the last one was in place. "C'mon! Let's get under cover!"

* * *

"The chro-ma-tin so-lu-tion is rea-dy," one of the Daleks said.

"The our prep-ar-a-tions are com-plate," Dalek Sec replied.

"What are you doing? Preparations for what?" asked Rich Bits, panicking.

"The Final Experiment," Sec stated.

"What do you mean?" asked Rich. "You mean like these dog things? Oh no, please no don't turn me into one of them!"

"The mutts are pri-mi-time, the Final Experiment is great-er by far," Sec explained.

"The how does it involve me?" asked Rich.

"We need your flesh, bring him to me!" Sec ordered. The mutts holding Rich began to shove him towards the black Dalek, but another cried out. "Wait! This con-tra-veens Dalek or-ders!"

"Daleks are su-preme! Equines are weak," protested another.

"There are bi-lli-ons of po-nines and on-ly four Daleks, if we are su-preme, why are we not vic-tor-i-ous?" demanded Sec. "The Cult of Skaro was cre-a-ted by the Emperor for this pur-pose, to i-ma-gine new ways of sur-vi-val."

"We must remain pure!" cried the third.

"No Dalek Thay, our pur-i-ty brought our de-miss," the Dalek leader cried. "We mus a-dapt, you have all made sa-cri-fi-ces." Each of the Daleks was missing a plate of their armor, removed to be riveted to the mast. "And now I will sa-cri-fice my-self for the great-er cause, the fu-true of Dalek kind. Now bring me the po-ny."

"But I don't understand, how does this concern me?" demanded Rich.

"Be-hold, the true Dalek form." Dalek Sec's casing began to hiss and steam, it's front panels levitated off, revealing the turquoise green octopus brain like creature that was a true Dalek. "Now," it said, "join with me." The mutts continued to push Rich forward, he protested and fought as hard as he could but was not match for the mutants. Dalek Sec's tentacles lashed out, grabbing Rich by his neck and pulling him in. No, literally into him, the whole body of the Dalek creature, or at least the skin, stretched around Rich's form, now limp. The casing closed around it, Rich Bits was gone.

* * *

_Crshk!_ He lit the match and put it to the candle inside the light chamber. Once the candle lit, the magnifying lense made the light ten times brighter and bigger. The Doctor aimed it down at his odd contraption, where the green blob was resting.

"There we go," he muttered, jumping down from the stool, "just need to warm you up a little bit." He crouched beside it, pulling out his black glasses and slipping them onto his muzzle. Around him, music began playing, the show was starting on the other side of the curtain. "This is artificial, genetically engineered. Whoever you are, you are clever!"

Backstage, Uniqua dashed out of her dressing room, all dolled up in her white dove costume, and called, "Girls! It's show time!" At her call, eight pegasus mares, dressed and painted identically in red dragon costumes, came trotting out of their own dressing rooms.

"Glaze? If you mess up tonight, I'll kill ya," one of them said to the other half jokingly.

"Just watch yourself Rain," the other snapped back as they got onstage. Uniqua looked back at Gale, "Come on honey, ever been onstage before?"

"Oh, you know, Starswirl," she replied sheepishly. Uniqua laughed, "Oh how dull is that, come on up and see a real show!" Gale smiled and the two ponies galloped up onto the stage. The curtain was raising slowly as Uniqua dashed into position, right in the middle of a small circle mad by the other dancers.

As the curtain raised, the red dancers lowered their wings to reveal the Dove. Uniqua lit her magic, activating a microphone spell every singer actor knew. She trotted upstage and began to sing, "_You lured me in, and now I'm yours, _

_You trapped me in and locked the doors,_

_But now we're both trapped in this love, _

_You, the dragon,_

_And me, the dove." _She did a little spin and blew a kiss into the audience, "_you've got me,_

_and I've got your love,_

_It's good enough,_

_For this little Dove." _Gale listened in the wings of the stage, smiling as she watched the show. But motion caught her gaze across the stage, a pony. Or, was it? She glanced once at the dancers and got down low, she dashed out on stage, attempting to remain hidden behind one of the dancers.

"Hey!" she hissed, "What the hell D'you think you're doing?" Gale was about to respond when the actress tripped and fell into her, knocking them both down. Uniqua ran over, despite her position at the front of the stage, the audience was roaring with laughter at the chaos.

"Get off the stage!" she cried, "you're ruining it!"

"But look!" Gale protested, pointing at the diamond dog pony thing in the other wing. Uniqua spun and saw it, it jumped in surprise, she screamed, it ran. Gale jumped to her hooves and galloped after it, determined to get answers.

* * *

With a stethoscope, the Doctor examined the small grey thing. Te machine beeped, giving him a reading back. "Fundamental DNA is," he muttered, "467-989. Wait wait," he rubbed his eyes with one hoof, "989, that's planet of origin, which means this is from..." His eyes widened in realization, "Skaro." Oh dear, he jumped to his hooves, snagged his sonic out of the machine and raced backstage. The actors were huddled near the stage entrance, all talking about what had happened onstage.

"Where's Gale?" he demanded, rushing up, and pulling on his overcoat at the same time.

"I don't know, she ran back here," Uniqua said, frightened. A scream ripped through the air, the Doctor glanced once more at the actresses and raced after the sound, Uniqua ran after him, concerned for her new friend. They galloped into the prop room, Gale was nowhere to be seen, the only evidence she'd been taken was the slightly open sewer hatch.

"Nightengale!" the Doctor cried, rushing over. He slid it aside and started down the ladder.

"Where are you going?" demanded Uniqua.

"They've taken her," he replied stiffly.

"Who's taken her? What were those things?" she continued. He did not answer. Uniqua rolled her eyes and grabbed a robe off the costume rack, slipping it on over her costume before following. "Doctor! What the hell is going on?"

"Oh no no no no no no no! You're not coming," he said.

"Tell me what's going on," she countered.

"There's nothing you can do. Go back!"

"Look, whoever's taken Gale could've taken Sky yeah?"

"Uniqua, your not safe!"

"Then that's my problem, now which way?" The Doctor stared her down for a moment, before looking down the tunnel ahead of them, "this way."

* * *

"Let me go!" demanded Gale, struggling against the Mutt's grip. It shoved her into a line of other ponies, one she knew.

"Gale!" Sea Apple gasped.

"Apple!" she cried, hugging him, "you're alive! I'd thought we lost you!" One of the mutts shoved Apple forward, Gale glared at it. "Fine, we're moving!"

"Where are they taking us?" asked Apple. As if she knew, really!

"I don't know, but we can find out what's going on down here," she replied, following the line.

* * *

"When you say, 'they've taken her', who's they exactly? And who're you? I never really asked," rambled Uniqua as they trudged through the sewer. Suddenly, the Doctor froze, he shushed. Uniqua and listened hard, his ears twitching as he did.

"Okay then," she muttered, a bit peeved. He shushed her again and listened harder, there it was, a rolling sound. A shadow formed on the wall ahead of them.

"I mean, you're handsome and all," he put a hoof over he muzzle and dragged her into a side alcove. A shadow on the wall became the real deal as a single bronze Dalek rolled passed, not even noticing them. The Doctor held Uniqua and kept her quiet until he was quite sure it had passed. He let go of her and trotted out, "No no no no, they survived." His tone changed from scared, to down right angry, "They always survive while I lose everything."

"That metal thing?" asked Uniqua. "What was it?"

"A Dalek," he growled. "And it's not just metal, it's alive."

"Your kidding me!"

"_Do I look like I'm kidding?_" he snapped. She shrank back a little. "Inside that shell is a creature born to hate, whose only thought is to destroy everything and everypony that isn't Dalek. It won't stop until it's irradiated every sentient species on Gaia."

"But, if it's not equine, that kind of means, it's from outer space," Uniqua said nervously. The Doctor looked at he sideways, she could literally see the anger boiling just under the surface. "Yet again that's a no with the kidding. Who boy, but, what's it doing here in Manehatten?"

"Uniqua, every second you're still down here you're in danger, I'm taking you back," the Doctor said, more like ordered. They went around a corner, and ran into one of the mutts, Uniqua screamed and it turned and tried to run. "Where's Gale?" The Doctor demanded. "What've you done with her? What have you done with Nightengale?"

"I didn't take her!" the mutt shouted, keeping his back to them. The Doctor cocked his head to the side, intrigued. This one could speak, "Can you remember your name?"

"Don't look at me!" it protested as the Doctor approached.

"Do you know where she is?" asked Uniqua.

"Stay back!"

"What happened to you?" asked the Doctor, softer this time.

"They made me a monster," the mutt said sadly. But, now, looking at him, he wasn't as animal as the others. Sure, his ears and muzzle had changed, but he was a light blue and not grey like all the others. His eyes were still pony sized and colored, but he still was mutated.

"Who did?" he continued.

"The masters."

"The Daleks."

"They needed slaves, slaves to get more ponies. So they created us, part dog, part pony. I escaped before they got my mind, but it was still too late."

"Do you know what happened to Nightengale?"

"They took her, it was my fault, she was following me."

"Were you in the theater?" asked Uniqua.

"I never, yes," he replied.

"Why?" she asked, confused, "Why were you there?"

"I never wanted you to see me like this."

"Why me? What do I have to do with this? Were you following me? Is that why you were there?" The mutt glanced at the Doctor, then turned to face Uniqua, but she still couldn't see his face in the shadows, "Yes."

"Who are you?"

"I was lonely."

"_Who are you?"_

"I needed to see you!"

"_Who are you?_"

"I'm sorry." Uniqua turned her head to the side, then her eyes widened. She trotted forwards slowly, "No, wait, let me get a look at you." She lit her magic, banishing the shadows and revealing the mutt's face, "Sky? My Sky? Oh baby what have they done to you!" She hugged him, glad to know he was, somewhat, okay.

"I'm sorry," Sky said, hugging her back, even tighter.

"Sky? Can you take me to them?" asked the Doctor as the couple broke apart.

"They'll kill you," he stated.

"If I don't do something, they'll kill everypony." Sky thought it over, then nodded, "I can show you the way. Follow me."

* * *

"What are they keeping us for?" whispered Apple nervously.

"I don't know," Gale whispered back, "But I have got a nasty feeling we're being kept in a cupboard." Unbeknownst to them, the Doctor, Sky, and Uniqua were watching from around another corner. The other mutts started getting nervous for some reason, and it was making Apple panic more, "What is it? What's wrong with them?" Then, the bronze Dalek rolled into view, "Si-lence! Si-lence!" it ordered.

"What the hell is that?" hissed Gale.

"You will form a line!" a second Dalek ordered. The mutts began shoving ponies into a line, "Just do what it says! Everypony just obey!" called Gale.

"The fe-male is wise," one of the Daleks stated. "Li-sten to her, o-bey!"

"Re-port," ordered Dalek 2.

"These are strong spe-ci-men, they will as-isst the Dalek cause," Dalek 1 stated.

"Dalek?" repeated Gale quietly, her eyes widened as she remembered, these were the aliens the Time-Ponies had lost the war to!

"What is the sta-tus of the Final Experiment?" requested Dalek 1.

"The Dalekanium is in place, the en-er-gy con-duc-tor it com-plete," answered Dalek 2.

"Then I will ex-tract pri-son-ers for se-lec-tion," Dalek 1 said. Two mutts grabbed the unicorn mare next to Apple and shoved her forward. The Dalek raised it's sucker to her chin, "read-in brain waves, low in-tell-e-gence."

"You calling me stupid?" demanded the mare.

"Si-lence! This one will be-come a mutt, next pri-so-ner." The mare protested as she was dragged away. Apple was pushed forwards and the process was repeated. This time, the Dalek's report was: "Su-per-i-or in-tell-i-gence." He was pulled back in line and Gale was pushed forward.

"They're divided into two groups," Sky explained quietly. "High and low intelligence, the low intelligence are taken to become mutts like me."

"Well that's not fair!" Uniqua hissed. She got shushed by the Doctor. "You're the smartest colt I ever dated."

"And the others?" whispered the Doctor.

"They're taken to the laboratory," Sky said.

"Why? What for?"

"I don't know, the masters only call it the Final Experiment."

"Read-ing brain waves," Dalek 1 said as it scanned Gale, "Su-per-i-or in-tell-e-gence. This one will be-come part of the Final Experiment."

"You can't just experiment on ponies, it's insane!" cried Gale, her voice rising to a scream. "It's just wrong!"

"Daleks have no con-crept of right or wrong, po-ny," Dalek 1 stated as the other Dalek finished scanning and dividing them. "Pri-son-ers of high in-tell-e-gence will be take-en to the trans-genic la-bor-a-tor-y."

"Look out, they're moving!" hissed the Doctor. Uniqua and Sky got up to leave, but the Time-Pony stayed. "Doctor! Come on!"

"You two go, I've got a crazy plan that just might work."

"Sky, come on," Uniqua insisted.

"Can you remember the way?" he asked.

"I think so, yeah."

"Then go. Please."

"But Sky! You've got to come with me!"

"Where would I go Uniqua? I'm begging you, just go, please. Run!" She looked at him sadly, but turned and galloped off down the tunnel. The Daleks rolled past them, their pony prisoners following. As they did, Sky and the Doctor fell in line next to Apple and Gale.

"Just keep walking," he hissed. Gale looked back, "Oh I'm so glad to see you."

"You can kiss me for it later," he replied. "You too if you want Apple." After a few minutes of walking, they arrived at the lab. One bronze Dalek and Dalek Sec were waiting. But, Sec was smoking and steaming and possibly screaming.

"Re-port," ordered Dalek 1.

"Dalek Sec is in the fi-nal stages of e-vo-lu-tion," Dalek Thay replied.

"Scan him, pre-pare for birth." Sec's eyestalk was deactivating, lowering uselessly. The Doctor glanced at Gale, "evolution?"

"What's wrong with the Dalek over there?" asked Gale nervously.

"Ask them."

"What me? Don't be daft!"

"Well, I'm not exactly on good terms with them. Ask what's going on." She nodded nervously and got out of the line, "Daleks! I demand to be told, what is the nature of this experiment? Report!"

"You will bare wit-ness," Dalek Thay stated.

"To what?" she asked.

"This is the dawn of a new age," it said.

"What does that mean?" she pressed.

"We are the last four Daleks in ex-is-stance," Dalek 2 explained, "So the spe-cies must e-volve to live out-side the shell. The Cult of Skaro must walk a-gain!" The steaming stopped, Dalek Sec's casing began to open. Folded inside was a body in Mr. Rich Bits suit. Slowly, with intense effort, it pulled itself out.

"What is it?" asked Nightengale, shocked. It was a pony-Dalek. It's coat no longer soft and fuzzy, but a scaly slimy hide. It's head was much more enlarged, with odd wiggling worm like tentacles wiggling along it's chin. The top of the head was very brain like, looking like it was covered with just a thin layer of skin. And it only had one eye, one, large, red eye.

"I, am, an, Equine Dalek," it said, "I, am, your future!"

_To be continued in, Evolution of the Daleks..._

**Me: bam! Done! This was a challenge considering I've been slacking on it all week due to AIMS prep, which for those of you that don't know, is standard testing in my state so, bleh. Anyways, whoever can guess the references will get digital cookies! (:::) (:::) **


End file.
